Half-Yearly Results

Octopus Future Generations VCT plc

Half-Yearly Results

Octopus Future Generations VCT plc (‘Future Generations VCT’ or the ‘Company’) is backing businesses that aim to address society’s biggest challenges, providing an opportunity for investors to share in the growth of ambitious, purpose‑driven companies.

The Company is managed by Octopus AIF Management Limited (the ‘Manager’), who has delegated investment management to Octopus Investments Limited (‘Octopus’ or ‘Portfolio Manager’) via its investment team Octopus Ventures.

The Company today announces the half-yearly results for the six months to 31 December 2023.

Interim Management Report

Chair’s statement

Highlights

• £47.0m in total net assets
• 93.7p Net asset value (NAV) per share
• £8.6 million raised to 31 October 2023 in last fundraise
  

I am pleased to present the unaudited half-yearly report and accounts for the Company for the six months to 31 December 2023.

I would like to welcome all new shareholders to the Company. Future Generations VCT invests in exciting early-stage companies which aspire to address current environmental and societal issues.

The NAV per share at 31 December 2023 was 93.7p, which represents a net decrease of 0.6p per share from 30 June 2023. In the period to 31 December 2023, we utilised £2.1 million of our cash resources. Of this amount, £2.0 million was invested into six new portfolio companies. The cash balance of £20.1 million as at 31 December 2023 represents 43% of net assets at that date. The loss made in the period to 31 December 2023 was £0.3 million, which is to be expected at this early stage due to the running costs of the Company exceeding returns from investments.

Fundraise
We were pleased to raise £8.6 million in our previous fundraise which closed on 31 October 2023. We have since launched a new offer to raise up to £15.0 million with an over-allotment facility of up to £5.0 million. The offer will close for new applications on 27 January 2025, or earlier if fully subscribed.

As investors will be aware, the intention is to invest in businesses which we believe demonstrate good investment prospects as well as having the potential to transform the world we live in for the better. The three themes are building a sustainable planet, empowering people and revitalising healthcare. We look to invest into companies that align with these three themes.

VCT qualification
I am pleased to report that the Company has met the 30% Investment Rule for the funds raised to June 2023 ahead of the deadline, which was 30 June 2024. Additionally, we have achieved ahead of deadline the requirement for 80% of the Company’s funds to be invested in qualifying holdings by 1 July 2024 (for funds raised up to 30 June 2022).

Principal risks and uncertainties
The Board continues to review the risk environment in which the Company operates. We were pleased in the November Autumn Statement that the chancellor announced that the VCT sunset clause will be extended, meaning VCT relief will be available to subscribers for shares issued before April 2035, rather than April 2025. At this time, there have been no significant changes to the key risks which were described in the Annual Report for the year ended 30 June 2023. The Board does not anticipate significant changes to these risks in the year ahead.

Change to year end
In 2023, the Board reviewed and approved a proposal to move the Company’s year end from 30 June to 31 December. This change is mainly being driven by operational efficiency gains that can be achieved by aligning year-end periods with other funds with which the Company co-invests. As a result, shareholders will receive a half-yearly report for periods ending 31 December 2023 and 30 June 2024, followed by an annual report for 31 December 2024 covering an extended 18-month period. After this, the normal cadence of reporting will resume.

Board of Directors
Emma Davies has announced her retirement from the Board of Directors. It has been a pleasure to work with Emma, and I would like to take this opportunity to thank her on behalf of the Board and shareholders for her valuable contribution since the Company launched. Having completed a structured recruitment process, I am pleased to announce the appointment of Ajay Chowdhury as an independent Non-Executive Director. Ajay is a serial entrepreneur, venture capitalist and author, and is currently a senior partner at the Boston Consulting Group. We look forward to benefitting from his wealth of experience in the early-stage venture ecosystem.

Outlook
The Company is at the beginning of its investment journey. The nature of investing into early-stage companies means that the value of our portfolio will take time to grow. We also expect that some of the investments made by the Company fail. Until the Company is fully invested, there is a greater concentration of value in fewer companies, so performance will be more sensitive to valuation movements in the underlying holdings than if the portfolio was larger. Higher interest rates also continue to dampen business and consumer confidence and these conditions are particularly challenging for early-stage companies to navigate and do not look set to ease in the short to mid-term.

However, despite these challenges there is reason to be optimistic as these conditions present opportunities to invest into, and build, new early-stage companies at attractive valuations. Our Manager continues to see interesting business opportunities, as passionate entrepreneurs seek new ways to solve fundamental environmental and societal issues. Our long-term view of early-stage venture capital remains positive.

The long-term target of the Company is to pay an annual dividend of 5% of the NAV generated by exits from investments. However, given the expected holding period of target portfolio companies and restrictions imposed on VCTs, it is very unlikely that the Company will be able to pay dividends before the end of 2025. During this time, any growth in the portfolio value will be reflected in the Company’s share price.

I would like to conclude by thanking my Board colleagues and the Octopus team on behalf of all shareholders for their hard work. I am looking forward to seeing what the coming year brings for the Company. 

Helen Sinclair
Chair
28 March 2024

Portfolio Manager’s review

Focus on Future Generations VCT’s investments
Below is a breakdown of the 30 investments held as at 31 December 2023, showing the proportion and value of the portfolio in each investment theme:

Proportion by number of portfolio companies in each theme
Revitalising healthcare: 53%
Empowering people: 27%
Building a sustainable planet: 20%

Value of the portfolio in each theme
Revitalising healthcare: £16.0m
Empowering people: £7.5m
Building a sustainable planet: £3.2m

Overview of investments
The Company completed six new investments in the reporting period (comprising a total of £2.0 million) and three further investments after 31 December 2023 totalling £2.8 million of investment. More information on three of these businesses can be found below:

A selection of our completed investments

Revitalising healthcare
CellVoyant
An artificial intelligence (AI) first biotechnology company creating novel stem cell-based therapies for chronic diseases. Its technology uses AI-first live cell imaging to predict and optimise stem cell differentiation, to controllably manufacture any cell and tissue in the body at scale. It is working at the exciting intersection of cell biology, computer vision, engineering, and machine learning to industrialise next-generation science from research into the real world.

Building a sustainable planet
Metris
A platform that allows landlords of multi-unit buildings to monetise modular renewable energy projects through a single billing platform to charge tenants. Its innovative technology and guidance makes navigating the path to solar energy quick and easy allowing commercial property owners to play a part in securing a greener, more prosperous future for their portfolio and the planet.

Revitalising healthcare
Awell
Automates routine clinical tasks, synchronising data between systems and driving seamless coordination between care teams and patients. Despite significant technological advances, healthcare delivery remains sub-optimal and Awell wants to change this to give care teams more time for the human aspects of care.

Top ten investments

Portfolio company	Cost	Valuation at 31 December 2023	Investment Theme
1. Perk Finance, S.L. (t/a* Cobee)	£2.6m	£3.5m	Empowering people
2. HelloSelf Limited	£2.6m	£2.6m	Revitalising healthcare
3. Tympa Health Technologies Ltd	£2.7m	£2.4m	Revitalising healthcare
4. Ourotech Ltd (t/a Pear Bio)	£2.0m	£2.0m	Revitalising healthcare
5. Infinitopes Ltd	£1.6m	£1.6m	Revitalising healthcare
6. Mr & Mrs Oliver Ltd (t/a Skin + Me)	£1.0m	£1.5m	Revitalising healthcare
7. Apheris AI GmbH	£1.2m	£1.2m	Revitalising healthcare
8. Intrinsic Semiconductor Technologies Ltd	£0.9m	£1.0m	Empowering people
9. Inflow Holdings Inc.	£1.0m	£1.0m	Revitalising healthcare
10. Living Optics	£0.9m	£0.9m	Empowering people

* Trading as

Portfolio engagement - D&I and Greenhouse gases
As part of our strategy, we require portfolio companies to put in place a Diversity and Inclusion policy (D&I) and an Anti-Harassment policy. We also engage with each company to help them understand their greenhouse gas emissions and support them to take action to minimise them.

D&I policy status
Policy in place: 30
In progress: 0

Engaged on monitoring greenhouse gas emissions
Signed up: 19
Introduced: 9
In progress: 2

Outlook
We continue to grow the portfolio with a further six investments completing in the six-month reporting period and an additional three to 28 March 2024. These investments span the Company’s three investment themes, with each of the founding teams looking to solve a different issue they have identified. These problems range from looking to redefine how the brain is measured and treated, to building a platform to allow landlords to monetise renewable energy projects. Looking ahead at the pipeline of new investments, we are excited to see this diversity of opportunity continues, with each sharing the goal of trying to transform the world for the better, addressing fundamental issues in our society and planet.

We recognise that 2023 has been a difficult year for our portfolio companies and shareholders, with much geo-political unrest and economic uncertainty. These challenges have meant that we have been working more closely with our portfolio companies, offering support through our dedicated people and talent team and with non-executive directors on company Boards. The portfolio is diversified across sector, product and stage, providing some resilience to the tougher macro-economic environment and offering potential for future growth. We believe recovery in 2024 is likely to be slow and fragile, with the expectation from the Bank of England that the rate of inflation should continue to slow and return to average historic levels in 2025. It is also generally true that early-stage companies are agile and well-positioned to leverage changes in attitudes that typically occur during times of economic downturn. They are more open to adopting new technologies and innovative approaches.

We are excited to have the opportunity to continue to scale the Company, support its ambition to make the world a better place for future generations, and hope to deliver attractive returns to shareholders.
  

Directors’ responsibilities statement

The Directors confirm that to the best of their knowledge:

• the half-yearly financial statements have been prepared in accordance with ‘Financial Reporting Standard 104: Interim Financial Reporting’ issued by the Financial Reporting Council;
  
  
• the half-yearly financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
  
  
• the half-yearly report includes a fair review of the information required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules, being:
  
  
  • we have disclosed an indication of the important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements;
  • we have disclosed a description of the principal risks and uncertainties for the remaining twelve months of the period; and
  • we have disclosed a description of related party transactions that have taken place in the first six months of the current financial period, that may have materially affected the financial position or performance of the Company during that period and any changes in the related party transactions described in the last annual report that could do so.

On behalf of the Board

Helen Sinclair
Chair
28 March 2024 
  

Income statement

	Unaudited			Audited			Unaudited
	Six months to 31 December 2023			Year to 30 June 2023			Six months to 31 December 2022
	Revenue	Capital	Total	Revenue	Capital	Total	Revenue	Capital	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Net (loss)/gain on valuation of fixed asset investments	—	(136)	(136)	—	(6)	(6)	—	97	97
Investment management fees	(117)	(350)	(467)	(174)	(522)	(696)	(95)	(285)	(380)
Investment income	515	—	515	424	—	424	56	—	56
Foreign exchange translation	—	—	—	—	—	—	27	—	27
Other expenses	(246)	—	(246)	(500)	—	(500)	(225)	—	(225)
Loss before tax	152	(486)	(334)	(250)	(528)	(778)	(237)	(188)	(425)
Tax	—	—	—	—	—	—	—	—	—
Loss after tax	152	(486)	(334)	(250)	(528)	(778)	(237)	(188)	(425)
Earnings per share – basic and diluted	0.3p	(1.0)p	(0.7)p	(0.6)p	(1.3)p	(1.9)p	(0.6)p	(0.5)p	(1.1)p

• The ‘Total’ column of this statement is the profit and loss account of Future Generations VCT; the supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies.
• All revenue and capital items in the above statement derive from continuing operations.
• Future Generations VCT has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds.
  
  

Future Generations VCT has no other comprehensive income for the period.

The accompanying notes form an integral part of the financial statements. 

Balance sheet

	Unaudited		Audited		Unaudited
	As at 31 December 2023		As at 30 June 2023		As at 31 December 2022
	£’000	£’000	£’000	£’000	£’000	£’000
Fixed asset investments		26,729		24,895		12,287
Current assets:
Debtors	240		379		86
Applications cash*	100		370		100
Cash at bank	107		152		9,432
Money market funds	19,998		20,140		17,411
		20,445		21,041		27,029
Creditors: amounts falling due within one year	(177)		(518)		(222)
Net current assets		20,268		20,523		26,807
Net assets		46,997		45,418		39,094
Share capital		50		48		41
Share premium		48,372		46,461		39,792
Capital reserve realised		(990)		(640)		(403)
Capital reserve unrealised		(133)		3		106
Revenue reserve		(302)		(454)		(442)
Total equity shareholders’ funds		46,997		45,418		39,094
Net asset value per share		93.7p		94.3p		95.1p

* Cash received from investors but not yet allotted.

The accompanying notes form an integral part of the financial statements.

The statements were approved by the Directors and authorised for issue on 28 March 2024 and are signed on their behalf by:

Helen Sinclair
Chair
Company Number: 13750143

  
Statement of changes in equity 

	Share capital £’000	Share premium £’000	Capital reserve realised £’000	Capital reserve unrealised £’000	Revenue reserve £’000	Total £’000
As at 1 July 2023	48	46,461	(640)	3	(454)	45,418
Comprehensive income for the year:
Management fees allocated as capital expenditure	—	—	(350)	—	—	(350)
Net loss on fair value of fixed asset investments	—	—	—	(136)	—	(136)
Profit after tax	—	—	—	—	152	152
Total comprehensive income for the year	—	—	(350)	(136)	152	(334)
Contributions by and distributions to owners:
Shares issued	2	1,971	—	—	—	1,973
Share issue costs	—	(60)	—	—	—	(60)
Total comprehensive income for the year	2	1,911	—	—	—	1,913
Balance as at 31 December 2023	50	48,372	(990)	(133)	(302)	46,997

The accompanying notes form an integral part of the financial statements.

	Share capital £’000	Share premium £’000	Capital reserve realised £’000	Capital reserve unrealised £’000	Revenue reserve £’000	Total £’000
As at 1 July 2022	33	31,572	(118)	9	(204)	31,292
Comprehensive income for the year:
Management fees allocated as capital expenditure	—	—	(522)	—	—	(522)
Net loss on fair value of fixed asset investments	—	—	—	(6)	—	(6)
Loss after tax	—	—	—	—	(250)	(250)
Total comprehensive income for the year	—	—	(522)	(6)	(250)	(778)
Contributions by and distributions to owners:
Shares issued	15	15,164	—	—	—	15,179
Share issue costs	—	(275)	—	—	—	(275)
Total contributions by and distributions to owners	15	14,889	—	—	—	14,904
Balance as at 30 June 2023	48	46,461	(640)	3	(454)	45,418

The accompanying notes form an integral part of the financial statements. 

	Share capital £’000	Share premium £’000	Capital reserve realised £’000	Capital reserve unrealised £’000	Revenue reserve £’000	Total £’000
As at 1 July 2022	33	31,527	(118)	9	(204)	31,292
Comprehensive income for the year:
Management fees allocated as capital expenditure	—	—	(285)	—	—	(285)
Net gain on fair value of fixed asset investments	—	—	—	97	—	97
Loss after tax	—	—	—	—	(265)	(265)
Total comprehensive income for the year	—	—	(285)	97	(265)	(453)
Contributions by and distributions to owners:
Shares issued	8	8,421	—	—	—	8,429
Share issue costs	—	(201)	—	—	—	(201)
Total contributions by and distributions to owners	8	8,220	—	—	—	8,228
Other movements:
Foreign exchange translation	—	—	—	—	27	27
Total other movements	—	—	—	—	27	27
Balance as at 31 December 2022	41	39,792	(403)	106	(442)	39,094

The accompanying notes form an integral part of the financial statements. 

Cash flow statement 

	Unaudited	Audited	Unaudited
	Six months to	Year to	Six months to
	31 December	30 June	31 December
	2023	2023	2022
	£’000	£’000	£’000
Cash flows from operating activities
Loss before tax	(334)	(778)	(425)
Decrease/(increase) in debtors	139	(325)	(32)
Decrease in creditors	(72)	(103)	(129)
Loss/(gain) on valuation of fixed asset investments	136	6	(97)
Outflow from operating activities	(131)	(1,200)	(683)
Cash flows from investing activities
Purchase of fixed asset investments	(1,970)	(23,238)	(10,528)
Outflow from investing activities	(1,970)	(23,238)	(10,528)
Cash flows from financing activities
Application account inflow	1,687	13,634	6,614
Application account outflow Proceed from share issues	(1,957) 1,957	(15,179) 15,179	(8,429) 8,429
Share issue costs	(43)	(275)	(201)
Inflow from financing activities	1,644	13,359	6,413
Decrease in cash and cash equivalents	(457)	(11,079)	(4,798)
Opening cash and cash equivalents	20,662	31,741	31,741
Closing cash and cash equivalents	20,205	20,662	26,943
Cash and cash equivalents comprise
Cash at Bank	107	152	9,432
Applications cash	100	370	100
Money Market Funds	19,998	20,140	17,411
	20,205	20,662	26,943

The accompanying notes form an integral part of the financial statements.

Condensed notes to the half-yearly report

1. Basis of preparation
The unaudited half-yearly results which cover the six months to 31 December 2023 have been prepared in accordance with the Financial Reporting Council’s (FRC) Financial Reporting Standard 104 Interim Financial Reporting (January 2022) and the Statement of Recommended Practice (SORP) for Investment Companies re-issued by the Association of Investment Companies in July 2022.

The Directors consider it appropriate to adopt the going concern basis of accounting. The Directors have not identified any material uncertainties to the Company’s ability to continue to adopt the going concern basis over a period of at least twelve months from the date of approval of the financial statements. In reaching this conclusion, the Directors have taken into account the potential impact on the economy including inflation and the recession.

The principal accounting policies have remained unchanged from those set out in the Company’s 2023 Annual Report and Accounts.

2. Publication of non-statutory accounts
The unaudited half-yearly report for the six months ended 31 December 2023 does not constitute Statutory Accounts within the meaning of s.415 of the Companies Act 2006 and has not been delivered to the Registrar of Companies. The comparative figures for the year ended 30 June 2023 have been extracted from the audited financial statements for that year, which have been delivered to the Registrar of Companies. The independent auditor’s report on those financial statements, in accordance with Chapter 3, Part 16 of the Companies Act 2006, was unqualified. This half-yearly report has not been reviewed by the Company’s auditor.

3. Earnings per share
The loss per share is based on 48,725,532 Ordinary shares (31 December 2022: 37,304,813, 30 June 2023: 40,987,788) being the weighted average number of shares in issue during the period. There are no potentially dilutive capital instruments in issue and so no diluted returns per share figures are relevant. The basic and diluted earnings per share are therefore identical.

4. Net asset value per share

	31 December 2023	30 June 2023	31 December 2022
Net assets (£’000)	46,997	45,418	39,094
Shares in issue	50,165,822	48,138,337	41,127,110
Net asset value per share (p)	93.7	94.3	95.1

5. Allotments
During the six months to 31 December 2023, 2,027,485 shares were issued at a weighted average price of 97.3p per share (period ended 31 December 2022: 8,557,932 shares at a weighted average price of 99.1p, 30 June 2023: 15,569,159 shares at a weighted average price of 98.6p per share).

6. Transactions with the Manager and Portfolio Manager
Future Generations VCT is classified as a full-scope Alternative Investment Fund (AIF) under the Alternative Investment Fund Management Directive (the ‘AIFM Directive’). Future Generations VCT has appointed Octopus AIF Management Limited to provide the services of an Alternative Investment Fund Manager (AIFM) of a full scope AIF. In accordance with its power to do so under AIFMD, Octopus AIF Management Limited has delegated portfolio management to Octopus Investments Limited, whilst retaining the obligations of a risk manager.

Future Generations VCT paid Octopus AIF Management Limited £467,000 in the period as a management fee (31 December 2022: £380,000, 12 months to 30 June 2023: £696,000). The annual management charge (AMC) is based on 2% of Future Generations VCT’s NAV. The AMC is payable quarterly in advance and calculated using the latest published NAV of Future Generations VCT and the number of shares in issue at each quarter end. Once the quarter has ended, an adjustment will be made if the NAV at the end of the current quarter is calculated and which differs from the NAV as at the end of the previous quarter.

Octopus also provides Non-Investment Services to Future Generations VCT, payable quarterly in advance. The fee is 0.3% of Future Generations VCT’s NAV, calculated at quarterly intervals. The Non-Investment Services Agreement (NISA) fee is calculated using the latest published NAV of Future Generations VCT and the number of shares in issue at each quarter end. As with the AMC, an adjustment will be made once the quarter has ended if the NAV at the end of the current quarter is calculated and which differs from the NAV as at the end of the previous quarter. During the period £70,000 was paid to Octopus for Non-Investment Services (31 December 2022: £57,000, 12 months to 30 June 2023: £122,000).

In addition, Octopus is entitled to performance-related incentive fees, subject to Future Generations VCT’s total return at year end exceeding the total return at the previous year end when an incentive fee was paid or 97p if the first incentive fee has not yet been paid (the ‘Excess’), equal to 20% of the Excess. No performance fee will be paid prior to the financial period ending on 30 June 2025, dividends (paid or declared) being equal to or greater than 10p per Ordinary share and the total return exceeding 120p.

The cap relating to Future Generations VCT’s total expense ratio, that is the regular, recurring costs of Future Generations VCT expressed as a percentage of its NAV, above which Octopus have agreed to pay, is 3.0%, and is calculated in accordance with the AIC Guidelines.

7. Related party transactions
Several members of the Octopus investment team hold non-executive directorships as part of their monitoring roles in Future Generations VCT’s portfolio companies, but they have no controlling interests in those companies.

Emma Davies, a Non-Executive Director of Future Generations VCT, previously held the role of co-CEO of Octopus Ventures.

On 24 March 2023, Emma Davies ceased to be employed by Octopus Capital Limited and therefore she is no longer considered a related party. Emma is retiring as a Non-Executive Director of Future Generations VCT on 31 March 2024.

No dividends have been paid to the Directors of Future Generations VCT. 

8. Voting rights and equity management
The following table shows the percentage voting rights held by Future Generations VCT in each of the top ten investments, on a fully diluted basis.  
                                                        

Investments	31 December 2023 % voting rights held by Future Generations VCT
Perk Finance, S.L. (t/a Cobee)	2.8%
HelloSelf Limited	4.1%
Tympa Health Technologies Ltd	3.7%
Ourotech Ltd (t/a Pear Bio)	5.1%
Infinitopes Ltd	4.6%
Mr & Mrs Oliver Limited (t/a Skin + Me)	0.6%
Apheris AI GmbH	3.2%
Intrinsic Semiconductor Technologies Limited	5.1%
Inflow Holdings Inc.	1.9%
Living Optics Ltd	1.7%

9. Post balance sheet events
The following events occurred between the balance sheet date and the signing of this half-yearly report:

• Three new investments completed totalling £2.8 million.
• On 31 January 2024, the Company announced a new Offer for Subscription for Ordinary shares of 0.1p each in the Company, to raise up to £15.0 million in aggregate with an over-allotment facility of up to a further £5.0 million.

10. Half-Yearly Report
The unaudited half-yearly report for the six months ended 31 December 2023 will shortly be available to view at https://octopusinvestments.com/our-products/venture-capital-trusts/octopus-future-generations-vct/
A copy of the half-yearly report will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

For further information please contact:

Rachel Peat  
Octopus Company Secretarial Services Limited
Tel: [phone]

LEI: 213800AL71Z7N2O58N66