Annual Results for the year ended 30 Sep 2019

RNS Number : 1072W
Income & Growth VCT (The) PLC
06 December 2019
 

THE INCOME & GROWTH VCT PLC

 

ANNUAL FINANCIAL RESULTS OF THE COMPANY FOR THE YEAR ENDED 30 SEPTEMBER 2019

 

The Income & Growth VCT plc (the "Company") today announces the final results for the year ended 30 September 2019. 

 

You may, in due course, view the Annual Report & Financial Statements, comprising the statutory accounts of the Company by visiting www.incomeandgrowthvct.co.uk.

 

FINANCIAL HIGHLIGHTS

 

As at 30 September 2019:

Net assets: £81.73 million

Net asset value ("NAV") per share: 79.12 pence

 

-     Net asset value ("NAV") total return per share was 7.4%*.

-     Share price total return per share was 15.8%*.

-     Dividends paid in respect of the year total 6.00 pence per share. This brings cumulative dividends paid to shareholders in respect of the past five years to 55.00 pence per share*.

-     The Company realised investments totalling £9.19 million of cash proceeds and generated net realised gains over original investment cost of £4.38 million.

-     £5.08 million was invested into three new companies and three follow-on investments.

 

*Further details on these alternative performance measures ("APMs") are contained in the Strategic Report in the Annual Report. NAV total return per share is calculated as closing NAV per share plus dividends paid in the year as a percentage of opening NAV per share.

 

PERFORMANCE SUMMARY

The table below shows the recent past performance of the Company's existing class of shares for each of the last five years.

 

Reporting date

 

 

 

Net
assets

 

 

 

NAV
per
share

 

 

Share

price1

 

 

Cumulative dividends

 paid per
share

 

 

Cumulative total return per share to shareholders2

Dividends paid and proposed per share in respect of each year

 


As at

30 September





(NAV
basis)

(Share
price basis)



(£m)

(p)

(p)

(p)

(p)

(p)

(p)


2019

81.73

79.12

75.503

113.00

192.12

188.50

6.00

4

2018

82.58

78.32

69.50

108.00

186.32

177.50

6.00

 

2017

64.35

81.24

73.00

102.50

183.74

175.50

21.00


2016

70.84

98.51

88.80

80.50

179.01

169.30

10.00

 

2015

75.20

106.38

93.50

68.50

174.88

162.00

12.00

 










1

Source: Panmure Gordon & Co. (mid-market price).

 

2

Cumulative total return per share comprises the NAV per share (NAV basis) or the mid-market price per share (share price basis) plus cumulative dividends paid since the launch of the current share class.

 

3

The share price at 30 September 2019 has been adjusted to add back the dividend of 4.50p per share paid on 18 October 2019, as the listed share price was quoted ex this dividend at the year end.

 

4

Dividends paid and proposed per share in respect of 2019 include the second interim dividend of 4.50 pence referred to below.

 

Dividends paid post year end in respect of the year ended 30 September 2019

A second interim dividend of 4.50 pence per share, comprising 0.50 pence from income and 4.00 pence from capital was paid to shareholders on 18 October 2019.

 

CHAIRMAN'S STATEMENT

I am pleased to present the Annual Report of the Company for the financial year ended 30 September 2019.

 

Overview

This has been a year of good performance by the Company. Returns to Shareholders have been higher than the previous year, due primarily to profitable realisations of portfolio companies and increased valuations in the portfolio supported by a solid income return. During the year, the Company made investments into three new portfolio companies (plus two new investments following the year end), three existing portfolio companies and fully realised its investment in two existing portfolio companies. Further details of this investment activity can be found under the 'Investment portfolio' section of my statement below and in the Investment Adviser's Review.

 

Including two made after the period end, eighteen new growth capital investments have now been completed by the Company in accordance with its investment policy, as revised and subsequently approved by Shareholders in response to the VCT legislation introduced by the Finance (No.2) Act 2015. During the year, additional changes to VCT legislation were enacted, further details of which can be found under the 'Industry and regulatory developments' section of my statement below.

 

The Investment Adviser continues to report a healthy pipeline of growth capital opportunities. Meanwhile, the mature portfolio constructed under the previous VCT rules has continued to perform steadily.

 

Subscription Offer

On 25 October 2019 the Company launched a subscription offer for new shares. The Offer, launched in conjunction with other Mobeus advised VCTs, sought to raise £5.00 million with an over-allotment facility of an additional £5.00 million. At 4 December, £7.31 million worth of applications had been received following the utilisation of the over-allotment facility on 14 November 2019. Your Board regards it as important that the Company maintains adequate levels of liquidity to pursue its investment policy, and the amount sought reflects that objective.

 

Performance

The Company's NAV per share increased by 7.4% for the year ended 30 September 2019 (2018: 3.2%), before deducting dividends paid during the year. This NAV total return for the year was primarily attributable to the sale of the Company's investments in Plastic Surgeon and ASL Technology, an uplift in the value of the existing portfolio, and another year of good revenue returns, arising principally from income from loan stock investments.

 

As a result of this year's performance, the NAV cumulative total return per share since launch (being the closing net asset value plus total dividends paid to date since launch) increased in the year by 3.1% (2018: 1.4%) from 186.32 pence to 192.12 pence.

 

Using the benchmark of NAV cumulative total return as at 30 September 2019, the Company was ranked 3rd out of 32 VCTs over ten years amongst generalist (including planned exit) VCTs used by the Association of Investment Companies ("AIC") to measure performance. Over the shorter periods of one, three and five years, the VCT was ranked 6th (out of 45 VCTs), and 15th (out of 47 VCTs) and 25th (out of 40 VCTs) respectively.

 

Further details on these alternative performance measures ("APMs") are contained in the Strategic Report within the Annual Report.

 

Dividends

Your Board has declared and paid two interim dividends in respect of the year ended 30 September 2019. An interim dividend of 1.50 pence per share was paid on 12 July 2019 and a further interim dividend of 4.50 pence per share was paid after the year end on 18 October 2019. These dividends bring the total paid in respect of the year ended 30 September 2019 to 6.00 pence (2018: 6.00 pence). The Company has met the Board's present annual target for the year and as a result will not be declaring a final dividend. Total dividends paid in respect of the last five years are 55.00 pence per share.

 

Shareholders should note however, that as a result of the changes in the VCT rules that require VCTs to make growth capital investments in younger, smaller companies, which are likely to have a higher risk profile, the Company may find it a challenge to generate a similar, and consistent level of dividends over the medium-term. Your Board will continue to monitor whether the current annual dividend target of 6.00 pence per share remains sustainable in the current investment environment.

 

Investment portfolio

The portfolio performed well during the year, increasing in value by 10.0% (2018: 3.6%) on a like-for-like basis. The portfolio achieved net increases over the year of £3.15 million in realised gains and £1.78 million from investments still held. The portfolio was valued at £50.22 million at the year end, representing 0.6% above cost (30 September 2018: £49.40 million at 95.1% of cost).

 

The portfolio movements across the year were as follows:

 


£m

Portfolio value at 30 September 2018

49.40

New and follow-on investments

5.08

Disposal proceeds

(9.19)

Realised gains

3.15

Valuation movements

1.78

Portfolio value at 30 September 2019

50.22

 

During the Company's financial year, £5.08 million (2018: £6.21 million) was invested across three new companies (2018: four) and three existing portfolio companies (2018: five). Further analysis of investments made can be found in the Investment Adviser's Review. An explanation is also provided within Note 9 to the Financial Statements.

 

New growth capital investments totalling £2.92 million were made into the following companies during the year:

Grow Kudos, a digital platform for dissemination of research;

Arkk, a regulatory and reporting requirement service provider; and

Parsley Box, home delivered, ambient ready meals for the elderly.

 

Follow-on investments totalling £2.16 million were made into:

Biosite, a provider of workforce management and security services;

Proactive Investors, a provider of investor media services; and

MPB Group, an online marketplace for used camera and video equipment.

 

Both new and follow-on investments may require further capital investment as they seek to achieve scale.

 

After the year end, further new investments totalling £2.50 million were made into two companies as follows:

Active Navigation, a provider of enterprise-level file analysis software; and

IPV, a developer of media asset management software.

 

Including Active Navigation and IPV, the new growth capital investments made since the VCT rule change have a carrying value of £25.85 million against a cost of £22.85 million, and so form a significant proportion of the portfolio.

 

Cash proceeds totalling £9.19 million for the year were received from portfolio companies that were either sold, repaid loans, or settled other capital proceeds. Of this total, £6.11 million was received as cash proceeds from the sale of Plastic Surgeon and ASL Technology, contributing to an overall multiple of proceeds over the life of the investments of 5.6x and 2.2x respectively and together realising a net gain of £2.38 million over opening valuation. Proceeds of £0.52 million were also received from the partial sale of Master Removers Group, yielding a gain of £0.03 million. Additionally, a further £1.82 million was received as loan repayments and finally, other receipts and a realised gain of £0.74 million was generated arising from deferred consideration from the sale of Entanet in 2017 (contributing to an overall multiple of proceeds over the life of the investment of 2.8x).

 

For the year under review, the portfolio as a whole achieved a net increase of £3.15 million on investments realised.

 

The unrealised portfolio as a whole achieved a net increase of £1.78 million on investments still held, with positive increases from, amongst others, Proactive Group (see further explanation in Investment Adviser's Review), Auction Technology Group, and MPB Group which were partially offset by valuation falls notably in Aquasium Technology, Bourn Bioscience and Wetsuit Outlet.

 

Industry and regulatory developments

As mentioned last year, a number of changes to the VCT Scheme were introduced with the enactment of the Finance Act 2018. The main changes require 30% of any funds raised in the Company's accounting period to be invested in Qualifying Investments within 12 months of the end of that accounting period, and the Company's required level of Qualifying Investments as a share of its Total investments increased from 70% to 80% with effect from 1 October 2019. The Company remained compliant throughout the year and to the date of this report. These changes, together with other more minor rule changes, are not expected to impact the Company's investment strategy, albeit these are further rules that the Company must meet to maintain its VCT qualifying status.

 

Investment Policy revision

Shareholders approved the changes to the Company's Investment Policy at the Annual General Meeting held on 6 February 2019. The changes brought the Policy into line with the new VCT regulations.

 

Share Premium Account

At the Annual General Meeting held on 6 February 2019, Shareholders also gave their authority for the Company to seek the Court's permission to cancel the share premium account and capital redemption reserve. On 30 July 2019, the High Court of Justice Chancery Division confirmed the cancellations of the amount standing to the credit of the share premium account and capital redemption reserve, thus increasing the Company's special reserve which can be used to facilitate distributions, share buybacks and other corporate purposes.

 

Dividend Investment Scheme

As announced on 18 December 2018, the Board decided to suspend the Company's Dividend Investment Scheme ("the Scheme") and since this date all dividends have been paid as cash.

 

The Scheme had historically been considered a practical and cost effective way for the Company to retain cash for investment and operating purposes. However, as both current and projected liquidity levels were deemed to be sufficient over the medium term, the Board considered in the Autumn of 2018 that the Scheme should be suspended.

 

Following a further review, the Board believes that it would be beneficial for the Company and for Shareholders for the Scheme to be recommenced with effect from the close of the Company's AGM on 12 February 2020. From this date, those participants in the Scheme will have their dividends reinvested to purchase new shares in the Company. As part of the Board's consideration in recommencing the scheme, it has carried out a review of the Scheme terms and conditions ("Scheme Rules").

 

The Board has decided to amend the Scheme Rules so that any new shares will be issued at the latest published NAV per share, as is current market practice, rather than as previously, at the higher of 70% of NAV per share or the mid-market price per share which, in practice, resulted in shares being issued at an effective discount to NAV of circa 10%.

 

In addition, there are a number of other technical, regulatory and clarificatory changes being made to the Scheme Rules. These changes will apply to new participants from today and from the close of the Company's Annual General Meeting on 12 February 2020 in respect of existing participants.

 

All existing Scheme participants will be notified of the changes and given the opportunity to remain or withdraw from the Scheme. Any Shareholders that are not currently participants of the Scheme may visit investors.mobeus.co.uk/vct-investors/the-income-and-growth-vct/dividends and sign up to the Scheme.

 

Succession Planning

After the year end, on 18 October 2019, Colin Hook resigned as the Chairman and a Director of the Board, due to personal circumstances. I have become Chairman in the meantime as explained below.

 

On behalf of the Board, I record our great appreciation of Colin's substantial contribution to the Company's affairs over many years. He will be greatly missed.

 

The Board is pleased to have appointed a new Director and Chairman of the Audit Committee and the Nomination and Renumeration Committee, Justin Ward, on 12 November 2019, succeeding me in both these roles. Justin has extensive experience in private equity and venture capital investment and we are confident that he will make a very positive contribution to the Company.

 

Shareholders should be aware that the Board is seeking to appoint a new Chairman over the coming months. After a period of handover to both the new Chairman and Justin, it is my intention to retire from the Board in 2020.

 

Shareholder Event

The Investment Adviser holds an annual VCT event for Shareholders in central London.

 

These events include presentations on the Mobeus advised VCTs' investment activity and performance. We have been pleased to receive positive comments from those attending in previous years. The next event will be held at the National Gallery in central London on Tuesday, 4 February 2020. This is a new venue for the event, though there will remain separate daytime and evening sessions as in previous years. Shareholders were sent an invitation to this event with further details in October. If you have not replied to the invitation, but would like to attend, please visit the website at www.mobeus.co.uk/shareholder-event and complete the short registration form to register. For alternative options, please see the shareholder information section within the Annual Report. The Board looks forward to meeting all Shareholders able to join them at the event.

 

Outlook

Your Board considers that your Company is well positioned, with a portfolio still including relatively mature investments providing an income return, and an increasing proportion of younger, growth capital companies seeking to achieve scale. The strong result achieved for the year reflects growth and valuation increases in both elements of the portfolio, underpinned by two profitable realisations.

 

Notwithstanding the uncertainties surrounding the upcoming general election and the UK's exit from the European Union, there is an encouraging level of activity amongst early stage companies seeking further investment to help them grow.

 

As has already been stated, there is a healthy pipeline of potential new investments although, with significant funding available across the VCT sector as a whole, leading to upwards pressure on entry prices, it is increasingly important to identify the most attractive opportunities and to work with potential investee businesses to facilitate the optimal operating and financing structures to foster their growth and to deliver attractive returns.

 

Your Board reminds Shareholders however, that investing in earlier stage companies does involve increased risk and those that succeed often take longer to achieve scale. Positive returns may, therefore, take longer to emerge and may be more volatile. It is likely that unsuccessful investments will emerge sooner than successful investments and so financial progress may be slower initially. In the longer term, this should be offset by more significant gains.

 

The strong start to the Company's fundraising indicates encouraging support for the Board's strategy and will provide the Company with further capital with which to seek attractive returns for Shareholders.

 

Finally, I would like to thank all of our Shareholders for their continuing support.

 

Jonathan Cartwright

Chairman

6 December 2019

 

 

INVESTMENT POLICY

The Company's policy is to invest primarily in a diverse portfolio of UK unquoted companies.

Asset Mix and Diversification

The Company will seek to make investments in UK unquoted companies in accordance with the requirements of prevailing VCT legislation.

 

Investments are made selectively across a wide variety of sectors, principally in established companies.

 

Investments are generally structured as part loan and part equity in order to receive regular income and to generate capital gain from realisations.

 

There are a number of conditions within the VCT legislation which need to be met by I&G and which may change from time to time.

 

No single investment may represent more than 15% (by VCT tax value) of the Company's total investments at the date of investment.

 

Save as set out above, the Company's other investments are held in cash and liquid funds.

 

Liquidity

The Company's cash and liquid funds are held in a portfolio of readily realisable interest bearing investments, deposit and current accounts, of varying maturities, subject to the overriding criterion that the risk of loss of capital be minimised.

 

Borrowing

The Company's articles of association permit borrowing of up to 10% of the adjusted capital and reserves (as defined therein). However, the Company has never borrowed and the Board would only consider doing so in exceptional circumstances.

 

INVESTMENT ADVISER'S REVIEW

There remains a strong demand for growth capital investment and Mobeus is reviewing several interesting investment opportunities. It is expected that a number of new and follow-on investments will be undertaken in the short to medium-term.

 

Portfolio review

The portfolio's activity in the year is summarised as follows:

 


2019

2018

2017


£m

£m

£m

Opening portfolio value

49.40

48.09

54.37

New and further investments

5.08

6.21

5.30

Disposal proceeds

(9.19)

(6.58)

(14.73)

Net realised gains

3.15

1.11

3.88

Valuation movements

1.78

0.57

(0.79)

Portfolio value at 30 September

50.22

49.40

48.03

 

This has been a year of progress within the portfolio with three investments into new growth capital businesses totalling £2.92 million, three existing portfolio companies receiving follow-on funding totalling £2.16 million, and net cash proceeds received of £9.19 million, primarily from two realisations and loan repayments.

 

Further details are provided later in this Review.

 

The past year's investment and divestment activity has increased the proportion of the portfolio comprised of growth capital investments to 59.2% at the year end, representing £29.72 million of the total portfolio carrying value of £50.22 million.  After the year end, the Company invested a further £2.50 million into two new portfolio companies, increasing this ratio to 61.1% on a pro-forma basis.  To date, a total of £23.02 million has been invested in growth capital companies since the introduction of the new VCT regulations in 2015.

Details of the valuation movements for each investee company are provided at the end of this Investment Adviser's Review.

 

The portfolio's contribution to the overall results of the VCT is as follows

 

Investment Portfolio Capital Movement

2019

£m

2018

£m

Increase in the value of unrealised investments

6.69

5.91

Decrease in the value of unrealised investments

(4.91)

(5.34)

Net increase in the value of unrealised investments

1.78

0.57




Realised gains

3.15

2.23

Realised losses

-

(1.12)

Net realised gains in the year

3.15

1.11




Net investment portfolio movement in the year

4.93

1.68

 

Valuation changes of portfolio investments still held

The carrying value of the existing portfolio increased by £1.78 million during the year. This net increase in the value of the portfolio of investments was due to increases in individual valuations of £6.69 million outweighing reductions in individual valuations of £(4.91) million.

 

The principal contributors to the valuation increases of £6.69 million were: Proactive Group £1.50 million, Auction Technology Group £1.46 million and MPB Group £1.20 million. Auction Technology Group, which the VCT part realised in 2014, is trading well ahead of budget with growth showing in all areas of its business. MPB Group has grown its revenues substantially and, in July, secured a £9.00 million further investment at a higher valuation, of which £2.00 million was provided by the Mobeus advised VCTs.

 

A small number of new growth investments (such as Proactive Group), have shown initial uplifts from cost, due in large part to the structure of the Company's investment, but, in some cases, also due to the underlying investee company performance. Proactive Group has made consistent positive progress in all its markets since investment. The principal driver of the value increase over the period however is the preference structure of the investment which allocates a greater share of economic value to the VCTs at the current stage of the business' development.

 

The main reductions within the total valuation decreases of £(4.91) million were as follows:

 

Aquasium £(0.83) million;

● Bourn Bioscience £(0.80) million;

● Wetsuit Outlet £(0.67) million;

● SuperCarers £(0.65) million; and

● Redline £(0.41) million

 

Aquasium has underperformed for the year and is having a slow-down in conversion of its sales pipeline, particularly as a result of a slow-down in global trade. Bourn has now opened its new facility in Essex but this will take time to reach normal trading levels. Over the medium-term the company has a strong brand and retains a strategic position in the market. Wetsuit Outlet continues to have a disappointing period post investment, although it is anticipated that measures recently implemented to restore margins will soon begin to improve profitability. Redline's revenues have been unpredictable and sales in recent months have been lower than planned, which has impacted valuation. Finally, SuperCarers is performing behind plan and in response is undertaking a restructure of its cost base.

 

Realised gains from sales of investments

The Company achieved net realised gains on the sale of investments of £3.15 million over their value at the start of the financial year.

 

The Company realised its investments in ASL Technology and Plastic Surgeon during the period under review, generating realised gains in the period of £1.89 million and £0.49 million respectively. Total proceeds received over the life of each investment contributed to a multiple over their original cost of 2.2x for the sale of ASL Technology and 5.6x for Plastic Surgeon. The Company also made a part disposal of Master Removers Group realising £0.52 million in proceeds and a gain of £0.03 million. Finally, the Company achieved a gain of £0.74 million arising from the disposal of Entanet in 2017, increasing the final return on cost from this investment to 2.8x.

 

In addition to deferred consideration receipts and proceeds from disposals of investments referred to above, the Company also received loan stock repayments of £1.82 million.

 

Investment portfolio yield and capital repayments

During its financial year, the Company received the following amounts in loan interest and dividend income:

 

Investment Portfolio Yield

2019

£m

2018

£m

Interest received in the year

2.64

2.51

Dividends received in the year

0.26

0.42

Total portfolio income in the year

2.901

2.93

Portfolio value at 30 September

50.22

49.40

Portfolio Income Yield (Income as a % of Portfolio value at 30 September)

5.8%

5.9%

1 Total portfolio income in the year is generated solely from investee companies within the portfolio.  See Note 3 of the Financial Statements for all income receivable by the Company.

 

New investments in the year

A total of £2.92 million was invested into three new investment during the year as detailed below:

 

Company

Business

Date of Investment

Amount of new investment (£m)

Grow Kudos

Platform for the dissemination of research

November 2018

0.47

Grow Kudos is an online platform which provides and promotes research dissemination. The Kudos product was developed to allow researchers to increase the impact and readership of their work and to track and analyse distribution both within academia and across broader audiences. The investment will be used principally to increase its resources to support sales growth. The company's unaudited accounts for the year ended 31 December 2018 show revenues of £0.64 million and a loss before interest, tax and amortisation of goodwill of £(0.25) million.

Arkk Consulting

Regulatory and reporting requirement service provider

May 2019

1.53

Arkk Consulting (trading as Arkk Solutions) provides services and software to enable organisations to remain compliant with regulatory reporting requirements. Arkk was established in 2009 and currently has over 800 clients across 20 countries. These include more than 80 of the FTSE 350, and half of the largest 20 accountancy firms in the UK. The investment will build on Arkk's reputation and customer base, to target the cloud-based period end reporting market by building the sales and marketing team. The company's audited accounts for the year ended 31 December 2018 show turnover of £3.36 million and a loss before interest, tax and amortisation of goodwill of £(0.34) million.

Parsley Box

Home delivered, ambient ready meals for the elderly

May 2019

0.92

Parsley Box is a UK direct to consumer supplier of home delivered, ambient ready meals for the elderly. Founded in 2017, Parsley Box has grown rapidly and has developed a unique meal delivery solution for its customers. The company supplies a diverse range of ambient meals via next day delivery which are easy to store and aim to contribute to a more independent and healthier lifestyle. The investment will scale the company's marketing strategy, enable it to process larger order volumes and continue to build out its team. The company's unaudited accounts for the period ended 31 March 2019 show revenues of £3.08 million and a loss before interest, tax and amortisation of goodwill of £(0.50) million.

 

Further investments in existing portfolio companies in the year

The Company made further investments totalling £2.16 million into three existing portfolio companies during the year under review, as detailed below:

 

Company

Business

Date of Investment

Amount of new investment (£m)

Biosite

Workforce management and security services

October 2018

0.93

Based in the Midlands, Biosite is a provider of biometric access control and software-based workforce management solutions for the construction sector. The business is growing significantly and this investment will support the further development of software and hardware products. The company's audited accounts for the year ended 31 July 2018 show turnover of £9.76 million and a loss before interest, tax and amortisation of goodwill of £(0.64) million.

Proactive Investors

October 2018

0.45

Proactive Investors specialises in timely multi-media news provision, events organisation, digital services and investor research. Proactive provides breaking news, commentary and analysis on hundreds of small-cap listed companies and pre-IPO business across the globe. This planned follow-on investment will enable Proactive to continue to expand its services into the US market, which is the largest global market for investor media services. The company's unaudited accounts for the year ended 30 June 2018 show turnover of £4.75 million and a loss before interest, tax and amortisation of goodwill of £(0.31) million.

MPB Group

Oct, Dec 2018, February 2019 & July 2019

0.78

MPB is Europe's leading online marketplace for used camera and video equipment. Based in Brighton, its custom-designed pricing technology enables MPB to offer both buy and sell services through the same platform and offers a one-stop shop for all its customers. Having expanded into the US (opening a New York office) and German markets as part of the initial VCT investment round, this follow-on investment, alongside funds provided by two other third-party investors, is to support its continued growth plan. Having more than doubled its sales over the last two years, this investment will help drive the company's objective to create a £100m+ turnover internationally diverse and profitable re-commerce business. The company's audited accounts for the year ended 31 March 2019 show turnover of £31.91 million and a loss before interest, tax and amortisation of goodwill of £(1.73) million.

 

New investments after the year end

After the year end, the Company made two new investments totalling £2.50 million, as detailed below:

Company

Business

Date of investment

Amount of new investment (£m)

 

Active Navigation

File analysis software

November 2019

1.54

 

Data Discovery Solutions, trading as Active Navigation, is a file analysis software solution which makes it easier for companies to clean up network drives, respond to new data protection laws and dispose of redundant and out dated documents. Active Navigation's solution is used by significant blue chip customers, particularly those in highly regulated industries such as energy and professional services, as well as government entities in the USA, Canada, Australia and the UK. Active Navigation will seek to drive continued growth from its file analysis platform with the recruitment of experienced sales and professional services staff. The company's audited accounts for the year ended 30 June 2018 show revenues of £5.02 million and a profit before interest, tax and amortisation of goodwill of £1.45 million.


Company

Business

Date of investment

Amount of new investment (£m)

 

IPV

Media Asset Software

November 2019

0.96

 

IPV Limited ("IPV") has developed a media asset management software product called 'Curator', enabling enterprise level customers to receive and search hours of video footage, edit into multiple short clips and broadcast to online video platforms (such as YouTube) and company intranets, in a very short time. IPV's impressive list of blue-chip clients, such as Turner Sports, NASA and Sky, are looking to improve the efficiency in managing their video content. The company has built an impressive senior management team of proven operators and is targeting a media asset management market in the US and UK, worth an estimated £1 billion per annum. The investment will be used to build out a sales and marketing team and to fund lead generation for new direct and partner channels as well as supporting the existing partner network. The company's unaudited accounts for the year ended 31 December 2018 show revenues of £2.25 million and a loss before interest, tax and amortisation of goodwill of £(1.18) million.


 

Realisations during the year

The Company realised its investments in ASL Technology and Plastic Surgeon during the year, generating cash proceeds of £6.11 million as detailed below:

Company

Business

Period of investment

Total cash proceeds over the life of the investment / Multiple over cost

Plastic Surgeon

Supplier of snagging and finishing services to the property sector

April 2008 to May 2019

£2.27 million

5.6 x cost

The Company sold its remaining investment in Plastic Surgeon to Polygon Group for £1.32 million (realised gain in the year: £0.49 million). Over the eleven years this investment was held, it generated proceeds of £2.27 million compared to an original investment cost of £0.41 million which is a multiple on cost of 5.6x and an IRR of 20.5%.


ASL Technology

Printer and photocopier services

December 2010 to June 2019

£5.94 million

2.2 x cost

The Company sold its investment in ASL Technology for £4.79 million (realised gain in the year: £1.89 million). Over the eight and a half years this investment was held, it generated proceeds of £5.94 million compared to an original investment cost of £2.72 million, which is a multiple on cost of 2.2x and an IRR of 12.6%.

 

There was a partial realisation of Master Removers Group ("MRG") which generated proceeds of £0.52 million and a realised gain of £0.03 million. Following a reorganisation of MRG's share capital, the Company has increased its equity share from 6.3% to 9.5%.

 

Loan stock repayments and other receipts

Loan stock repayments of £1.82 million were received during the year, most notably from Hollydale Management Limited (£0.62 million) and deferred consideration receipts of £0.74 million arising from past realisations.

 

Net realised gains on the three full and partial disposals above of £2.41 million, increased by deferred consideration gains of £0.74 million, equal the total realised gain for the year of £3.15 million.

 

Mobeus Equity Partners LLP

Investment Adviser

 

6 December 2019

 

Investment Portfolio Summary

for the year ended 30 September 2019







Total cost at

Total Valuation at

Additional investments

Total valuation at

% of portfolio by value


30-Sep-19

30-Sep-18


30-Sep-19



£

£

£

£


Tovey Management Limited (trading as Access IS)

3,313,932

4,110.232

-

4,144,573

8.3%

Provider of data capture and scanning hardware






MPB Group Limited

2,043,137

1,885,665

773,943

3,858,515

7.7%

Online marketplace for used photographic equipment






Virgin Wines Holding Company Limited

2,745,503

3,227,371

-

3,421,474

6.8%

Online wine retailer






Preservica Limited

2,181,666

2,977,489

-

3,053,749

6.1%

Seller of proprietary digital archiving software






EOTH Limited (trading as Equip Outdoor Technologies)

1,383,313

2,809,199

-

2,939,441

5.9%

Distributor of branded outdoor equipment and clothing including the Rab and Lowe Alpine brands






Media Business Insight Holdings Limited

3,666,556

2,469,625

-

2,661,708

5.3%

A publishing and events business focused on the creative production industries






Pattern Analytics Limited (trading as Biosite)

1,791,938

1,384,696

934,924

2,648,952

5.2%

Workforce management and security services for the construction industry






Turner Topco Limited (trading as Auction Technology Group (formerly ATG Media))

1,529,075

1,177,894

-

2,634,378

5.2%

SaaS based online market place platform






Proactive Group Holdings Inc.

988,390

539,214

449,176

2,486,769

5.0%

Provider of media services and investor conferences for companies primarily listed on secondary public markets






CGI Creative Graphics International Limited

1,943,948

1,962,334

-

1,930,826

3.8%

Vinyl graphics to global automotive, recreation vehicle and aerospace markets






Vian Marketing Limited (trading as Red Paddle Co)

1,207,437

1,870,551

-

1,883,950

3.7%

Design, manufacture and sale of stand-up paddleboards and windsurfing sails






My Tutorweb Limited

1,783,566

1,963,647

-

1,783,566

3.6%

Digital marketplace connecting school pupils seeking one-to-one online tutoring






Manufacturing Services Investment Limited (trading as Wetsuit Outlet)

3,205,182

2,326,781

-

1,656,308

3.3%

Online retailer in the water sports market






Arkk Consulting Limited






Provider of services and software to enable organisations to remain compliant with regulatory reporting requirements

1,526,007

-

1,526,007

1,546,354

3.1%

Tharstern Group Limited

1,454,278

1,569,303

-

1,534,444

3.1%

Software based management Information systems for the printing industry






Ibericos Etc. Limited (trading as Tapas Revolution)

1,397,386

1,630,329

-

1,512,372

3.0%

Spanish restaurant chain






I-Dox plc

453,881

1,462,570

-

1,312,563

2.6%

Developer and supplier of knowledge management products






Master Removers Group 2019 Limited (trading as Anthony Ward Thomas, Bishopsgate and Aussie Man & Van)

464,658

1,926,851

-

1,196,408

2.4%

A specialist logistics, storage and removals business






Buster and Punch Holdings Limited

725,226

855,330

-

1,176,202

2.3%

Industrial inspired lighting and interiors retailer






Rota Geek Limited

625,400

625,400

-

1,122,456

2.2%

Provider of cloud based enterprise software that uses data driven technologies to help retail and leisure organisations schedule staff






Kudos Innovations Limited (trading as Grow Kudos)

472,500

-

472,500

945,000

1.9%

Online platform that provides and promotes academic research disseminatiion






Vectair Holdings Limited

53,400

684,085

-

935,546

1.9%

Designer and distributor of washroom products






Parsley Box Limited

925,800

-

925,800

925,800

1.8%

Supplier of home delivered, ambient meals for the elderly






RDL Corporation Limited

1,441,667

903,731

-

695,008

1.4%

Recruitment consultants within the pharmaceutical, business intelligence and IT industries






Blaze Signs Holdings Limited

418,281

598,605

-

599,314

1.1%

Manufacturer and installer of signs






Redline Worldwide Limited

1,129,121

956,894

-

550,430

1.1%

Provider of security services to the aviation industry and other sectors






Bourn Bioscience Limited

1,610,379

1,153,951

-

349,376

0.7%

Management of In-vitro fertilisation clinics






Omega Diagnostics Group plc

280,026

350,010

-

263,674

0.5%

In-vitro diagnostics for food intolerance, auto-immune diseases and infectious diseases






Aquasium Technology Limited

166,667

1,002,689

-

176,951

0.4%

Manufacturing and marketing of bespoke electron beam welding and vacuum furnace equipment






Jablite Holdings Limited

498,790

162,366

-

162,366

0.3%

Manufacturer of expanded polystyrene products






BookingTek Limited

872,646

436,323

-

87,233

0.2%

Software for hotel groups






Super Carers Limited

649,528

649,528

-

-

0.0%

Online platform that connects people seeking home care with experienced independent carers






BG Training Limited                                                                  

53,125

26,563

-

26,563

0.1%

Technical training business






Corero Network Security plc

600,000

9,832

-

2,458

0.0%

Provider of e-business technologies






Super Carers Limited

649,528

649,528

-

-

0.0%

Online platform that connects people seeking home care with experienced independent carers






Veritek Global Holdings Limited

2,289,859

129,132

-

-

0.0%

Maintenance of imaging equipment






Oxonica Limited

2,524,527

-

-

-

0.0%

International nanomaterials group






Racoon International Group Limited

655,851

-

-

-

0.0%

Supplier of hair extensions, hair care products and training






NexxtDrive Limited/Nexxt E-drive Limited

487,014

-

-

-

0.0%

Developer and exploiter of mechanical transmission technologies






CB Imports Group Limited (trading as Country Baskets)

175,000

-

-

-

0.0%

Importer and distributor of artificial flowers, floral sundries and home decor products






Biomer Technology Limited

137,170

-

-

-

0.0%

Developer of biomaterials for medical devices






Hemmels Limited

30,180

-

-

-

0.0%

Company specialising in the sourcing, restoration, selling and servicing of high price classic cars












Disposed in year






ASL Technology Holdings Limited

-

2,904,306

-

-

0.0%

Printer and photocopier services

 






The Plastic Surgeon Holdings Limited (formerly TPSFF Holdings Limited)

-

829,934

-

-

0.0%

Supplier of snagging and finishing services to the property sector






Hollydale Management Limited

-

621,600

-

-

0.0%

Company seeking to carry on a business in the food sector






Backhouse Management Limited

-

300,800

-

-

0.0%

Company seeking to carry on a business in the motor sector






Barham Consulting Limited

-

300,800

-

-

0.0%

Company seeking to carry on a business in the catering sector






Creasy Marketing Services Limited

-

300,800

-

-

0.0%

Company seeking to carry on a business in the textile sector






McGrigor Management Limited

-

300,800

-

-

0.0%

Company seeking to carry on a business in the pharmaceutical sector






Total

49,902,010

49,397,230

5,082,350

50,224,727

100.0%

 

For further information on the Investment Portfolio, please see the Annual Report and Financial Statements.

 

PRINCIPAL RISKS

The Directors acknowledge the Board's responsibilities for the Company's internal control systems and have instigated systems and procedures for identifying, evaluating and managing the principal risks faced by the Company. This includes a key risk management review which takes place at each quarterly Board meeting. The principal risks identified by the Board, a description of the possible consequences of each risk and how the Board manages each risk are set out below.

 

The risk profile of the Company changed as a consequence of the VCT regulations introduced in 2015. As the Company is required to focus its investment on growth capital investments in younger companies it is anticipated that investment returns will be more volatile and will have a higher risk profile. The Board remains confident that the Company and the Investment Adviser has adapted to these new requirements and put in place appropriate resource to identify and make suitable investments.

 

The Board regularly sets and reviews policies for financial risk management and full details of these can be found in Note 16 to the Financial Statements.

 

 

Risk

 

Possible consequence

 

How the Board manages risk

Investment and strategic

Investment in VCT qualifying earlier stage unquoted small companies involves a higher degree of risk than investment in fully listed companies. Smaller companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals. Furthermore, as the securities of such smaller companies held by the Company are unquoted, they less liquid, which may cause difficulties in valuing and realising these securities.

●      The Board regularly reviews the Company's Strategy including its Investment Policy.

●      Careful selection and review of the Investment portfolio on a regular basis.

●      The Board seeks to ensure the Company has an adequate level of liquidity at all times.

Loss of approval as a Venture Capital Trust

A breach of the VCT Tax Rules may lead to the Company losing its approval as a VCT, which would result in qualifying shareholders who have not held their shares for the designated period having to repay the income tax relief they obtained and future dividends paid by the Company being subject to tax. The Company would also lose its exemption from corporation tax on capital gains.

●      The Company's VCT qualifying status is continually reviewed by the Board and the Investment Adviser.

●      The Board receives regular reports from its VCT Status Adviser who has been retained by the Board to monitor the VCT's compliance with the VCT Rules.

Regulatory

The Company is required to meet its legal and regulatory obligations as a VCT, a listed company and its own Alternative Investment Fund Manager (AIFM). Failure to comply might result in suspension of the Company's Stock Exchange listing, financial penalties or a qualified audit report or a loss of the Company's status as a VCT. Furthermore, changes to the UK VCT legislation or the State-aid rules could have an adverse effect on the Company's ability to achieve satisfactory investment returns.

●      Regulatory and legislative developments are kept under review by the Board.

Economic and political

Events such as the impact of Brexit, an economic recession and movements in interest rates could affect trading conditions for smaller companies and consequently the value of the Company's qualifying investments. Movements in UK Stock Market indices may affect the valuation of the VCT's investments, as well as affecting the Company's own share price and its discount to net asset value

●      The Board monitors (i) the portfolio as a whole to ensure that the Company invests in a diversified portfolio of companies and  (ii) developments in the macro-economic environment such as movements in interest rates or general fluctuations in stock markets.

Financial and operating

Failure of the systems (including breaches of cyber security) at any of the third-party service providers that the Company has contracted with could lead to inaccurate reporting or monitoring. Inadequate controls could lead to the misappropriation or insecurity of assets.

●      The Board carries out an annual review of the internal controls in place, reviews the risks facing the Company at each quarterly Board meeting and receives reports by exception.

●      It reviews the performance of the service providers annually and has obtained assurance that such providers have controls in place to reduce the risk of breaches of their cyber security.

Market liquidity

Shareholders may find it difficult to sell their shares at a price which is close to the net asset value.

●      The Board has a share buyback policy which seeks to mitigate market liquidity risk for shareholders. This policy is reviewed at each quarterly Board meeting.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare Financial Statements for each financial year and the Directors have elected to prepare the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 

In preparing these Financial Statements, the Directors are required to:

 

·    select suitable accounting policies and then apply them consistently;

·    make judgements and accounting estimates that are reasonable and prudent;

·    state whether the Financial Statements have been prepared in accordance with United Kingdom accounting standards, subject to any material departures disclosed and explained in the Financial Statements;

·    prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business;

·    prepare a Strategic Report, a Director's Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Website publication

The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available on a website.  Financial Statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of Financial Statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the Financial Statements contained therein.

 

Directors' responsibilities pursuant to Disclosure and Transparency Rule 4 of the UK Listing Authority

The Directors confirm to the best of their knowledge that:

 

a)   The Financial Statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice give a true and fair view of the assets, liabilities, financial position and the profit of the Company.

 

b)   The Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

 

Having taken advice from the Audit Committee, the Board considers the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

 

Neither the Company nor the Directors accept any liability to any person in relation to the Annual Report except to the extent that such liability could arise under English law.

 

For and on behalf of the Board

 

Jonathan Cartwright

Chairman

 

 

 


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