Half-year report

Half-year report

Draper Esprit VCT plc
LEI:2138003I9Q1QPDSQ9Z97  
Half-Yearly Report for the six months ended 30 September 2021

Recent performance s ummary

  30 Sept
2021
  31 Mar 2021   30 Sept
2020
  Pence   Pence   Pence
           
Net Asset Value (“NAV”) per Share 61.0   50.0   49.9
Cumulative distributions paid per Share 109.0   107.5   105.0
Total Return per Share 170.0   157.5   154.9

CHAIRMAN S STATEMENT
I am pleased to present the Half-Yearly Report for the Company for the six months ended 30 September 2021.

This has been a period where we have started to see evidence of excellent progress made by a number of portfolio companies. Most of these companies joined the portfolio as part of the investment arrangements with Molten Ventures plc (previously known as Draper Esprit plc) which commenced in 2016. Shareholders will be aware that Molten Ventures plc completed the full acquisition of the Company’s investment manager, Elderstreet Investments Limited, earlier this year.

Net A sset V alue , results and dividends
At 30 September 2021, the Company’s Net Asset Value (“NAV”) per share stood at 61.0p, an increase of 12.5p or 25.0% since 31 March 2021 (after adding back the dividend paid in the period).

The profit on ordinary activities after taxation for the period was £17.1 million (period ended 30 September 2020: £5.7 million), comprising a revenue loss of £63,000 (period ended 30 September 2020: £222,000) and a capital profit of £17.2 million (period ended 30 September 2020: £5.9 million).

An interim dividend of 1.5p per Share will be paid on 28 January 2022, to Shareholders on the register as at 7 January 2022.

The Company has recently introduced a Dividend Reinvestment Scheme that will commence for dividends paid after 31 March 2022.

V enture capital investments
It was a reasonably quiet period in terms of new investment activity. The Company made two new and two follow-on investments, totalling £1.1 million.

The Company invested £600,000 in Focal Point Positioning Limited, a deeptech company whose technology boosts the performance of GPS chips in smartphones, wearables and vehicles.

£270,000 was also invested in Guybrush Limited, trading as Agora, an online shopping mall which offers consumers a digital way to shop and learn about beauty products as if they were in-store.

A follow-on investment of £150,000 was made into Macranet Limited, trading as Sentiment Metrics, a social intelligence and engagement platform. Also, a further investment of £100,000 was made into United Authors Publishing Limited, trading as Unbound, a digital book publisher.

New investment activity has picked up greatly since the period end and, accordingly, we expect a significant level of funds to be deployed in the second half of the year.

At the period end, the Company held a portfolio of 39 venture capital investments, valued at £62.8 million.

The Board has reviewed the valuations of the unquoted investments as at 30 September 2021 and made a number of adjustments to their carrying values. This has resulted in a net valuation uplift of £17.6 million for the period across the whole portfolio.

The largest valuation increases are highlighted as follows:

Back Office Technology L imited , trading as Form3, a cloud native fintech payments processor, of £5.5 million, driven by a new funding round.

Lyalvale Express Limited , a leading producer of shotgun ammunition, of £2.6 million on the back of improved trading.

IESO Digital Health Limited , a provider of online mental healthcare, of £2.4 million, based on an agreed funding round which completed soon after the period end.

StreetTeam Software Limited , trading as Pollen, the operator of a social ticketing system for travel, festivals and nightlife, of £2.2 million, arising from a strong trading recovery.

Thought Machine Group Limited , a cloud native banking platform, of £1.6 million, based on a new funding round.

Further details on these investments are included in the Investment Manager’s Report.

The Company holds two AIM-quoted investments; Access Intelligence plc and Fulcrum Utility Services Limited, which are both valued on their share prices as at 30 September 2021. The investment in Access Intelligence plc saw an uplift of £1.3 million over the period

Fundraising
As reported in the last Annual Report, the Company closed a very successful offer for subscription in April 2021, having reached full capacity of £20 million.

In view of the strong demand from investors and the expectation of a continuing stream of good quality dealflow, the Company launched a new offer for subscription in November seeking to raise up to £20 million (with an overallotment facility of £10 million to be used at the Directors’ discretion).

Investor interest in this offer is once again proving to be high with over £14 million having been raised at the time of writing.

Shareholders can find full details of the offer including the prospectus at:

www.draperespritvct.com

Investors are recommended to consult their financial adviser before making any investment decisions.
Board Composition
As announced in the annual report, Michael Jackson, the founder of Elderstreet Investments Limited, retired from the Board and did not stand for re-election as a non-executive director at the AGM, which took place in August. We thank Michael for his considerable contribution as investment manager and director of the Company during the 23 years that he served on the Board, and for facilitating the migration of the management of the Company to Molten Ventures plc. I and my colleagues wish him every happiness and success in his future ventures.

As previously announced, to coincide with Michael’s retirement from the board, Richard Marsh, a senior partner at Molten Ventures plc, the parent company of the Investment Manager, was appointed a non-executive director to the Company.

The Board now comprises four non-executive directors, three of whom are independent of the manager. The composition of the board is being reviewed with a view to further changes in due course.

Plans for c hange of Company n ame
In line with the recent rebranding of the Draper Esprit plc to Molten Ventures plc, the board expects to change the name of the Company next year to:

Molten Ventures VCT plc

We will notify Shareholders of this change nearer the time.

Share buybacks
The Company continues to operate a policy of buying in its shares that become available in the market, at approximately a 5% discount to the latest published NAV, subject to regulatory and liquidity constraints.

In line with this policy, during the period the Company purchased 1,383,504 shares for cancellation an average price of 48.2p per share.

Any Shareholders considering selling their shares will need to use a stockbroker, who you should ask to contact Panmure Gordon (UK) Limited, who acts as the Company’s corporate broker and can provide details on closed periods and when the Company is able to buy shares.

Outlook
The Board believes that the strong performance seen over this six-month period is a good indicator of the potential of the portfolio of young technology businesses that the Company now holds. Although we have not yet seen any substantial exits, there is reason to be optimistic that these will follow in time.

Over the past three years, the Molten Ventures Group has developed its platform so as to be able to access some of the best technology dealflow across Europe. With a significant level of funds available for investment and additional funds being raised, the Company can take advantage of the new opportunities and continue to add further young businesses to the portfolio as existing portfolio companies steadily move towards maturity.

I look forward to updating Shareholders in the next Annual Report, which I expect to be published in July 2022.

David Brock
Chairman

INVESTMENT MANAGER S REPORT
Since the acquisition of the Investment Manager in February 2021 the co-investment arrangements with Molten Ventures plc (previously named Draper Esprit plc), to share deal flow, management experience and investment opportunities, continues to be positive from both an investment and a fundraising perspective. The past six months have seen a marked improvement in the fortunes of the portfolio.

In the last six months the Net Asset Value (“NAV”) has increased from 50.0p to 61.0p an increase of 22% and 25% including the dividend paid in the period. This good news comes on the back of a number of positive fundraisings in the technology portfolio.

Already this new portfolio of technology investments is beginning to show some significant upside including Thought Machine Group Limited, which has recently achieved 'unicorn' status ($1 billion valuation) on receipt of a new investment announced in November 2021. The round which raised $200 million was led by Nyca Partners. New institutional investors include ING Ventures, JPMorgan Chase and Standard Chartered Ventures.

In addition, Back Office Technology Limited, which trades as Form3, also received third party investment of $160m in 2021 led by Goldman Sachs delivering the VCT an unrealised 5.6x multiple on its cost.

We now define the Company as having two portfolios; a new technology portfolio invested alongside other Molten Ventures funds and a legacy portfolio assembled before the Molten Ventures plc arrangement. At the period end, the technology portfolio as a percentage of total net assets accounted for 42%, the legacy portfolio 29%, and cash 29%.

The rate of new deal completions in the period was relatively slow. In the period two new investments were made into the technology portfolio totalling £0.87 million, into Focal Point Positioning and Guybrush. One small follow-on totalling £0.1 million was made into United Authors Publishing.

However, since the period end, the rate of investment has increased substantially and at the time of writing two new investments totalling £2.28 million, and one further follow on into IESO totalling £1.66 million have been completed. In addition, six further deals have either signed term sheets, are in legals, or awaiting HMRC Advance Assurance prior to completing, totalling £8.4 million. These new deals are in the Deeptech, Consumer and Enterprise sectors.

The acceleration in new deals is led by an ever-expanding team of Investment professionals in the Investment Manager’s parent Molten Ventures plc. This team now numbers ten executives and six venture partners backed up by ten further deal process and deal origination support staff. The wider headcount of Molten Ventures plc is 58.

Within the legacy portfolio, five companies make up 97% of the carrying value at 30 September 2021. These companies have risen in value by 22% since 31 March and now total £24.8 million (28% of NAV). In the period one small follow on investment of £0.15 million was made into Macranet Limited. There were no divestments.

As Investment Manager of the VCT, we previously signalled cautious optimism as we believe the fundamentals of technology investing remain strong. We are pleased to report a continued overall recovery in valuations from the low point of the ‘Covid dip’ in March 2020, and it is positive that many uplifts in the portfolio have been led by new investors leading very large investment rounds. However, as with the risk profile of technology investing there have been some valuation drops in four technology portfolio companies totalling £0.7 million.

In 2017 the co-investment agreement with Molten Ventures plc laid the groundwork for a new start for the VCT. Four years later the benefit of this strategy is beginning to show positive upside.

The pace at which new technologies are disrupting, shaping and improving the world around us shows no signs of relenting with developments around machine learning, artificial intelligence, mobility, and blockchain opening up exciting new possibilities across our areas of focus in enterprise, digital health, hardware and deeptech, and consumer technology.

In conclusion, while we cannot be certain about what the future holds in the technology landscape, we are confident in our technology investment strategy and the attributes of strong potential for future value growth.

Elderstreet Investments Limited

SUMMARY OF INVESTMENT PORTFOLIO

Investment Portfolio as at 30 September 20 2 1 Cost Valuation Valuation
m ovement
in p eriod
% of
portfolio
by value
  £’000 £’000 £’000  
Top ten venture capital investments        
Access Intelligence plc* 2,586 12,115 1,326 13.6%
Back Office Technology Limited 1,420 7,955 5,546 9.0%
Fords Packaging Topco Limited 2,433 6,878 - 7.7%
Endomagnetics Limited 2,147 5,652 1,008 6.4%
Thought Machine Group Limited 2,400 4,024 1,625 4.5%
Lyalvale Express Limited 1,915 3,999 2,571 4.5%
IESO Digital Health Limited 1,900 3,302 2,352 3.7%
StreetTeam Software Limited 2,820 2,531 2,211 2.9%
Freetrade Limited 600 2,367 - 2.7%
Evonetix Limited 1,485 1,882 - 2.1%
  19,706 50,705 16,639 57.1%
         
Other venture capital investments 20,948 12,086 936 13.6%
         
  40,654 62,791 17,575 70.7%
         
Cash at bank and in hand   26,045   29.3%
         
Total investments   88,836   100.0%

*Quoted on AIM
All venture capital investments are unquoted unless otherwise stated.

SUMMARY OF INVESTMENT MOVEMENTS

Investment additions  
   
Venture capital investments £’000
Focal Point Positioning Limited 600
Guybrush Limited 270
Macranet Limited 150
United Authors Publishing Limited 100
  1,120


Investment disposals Cost Value at
1 April 20 2 1
Proceeds Profit
vs cost
Realised gain
  £’000 £’000 £’000 £’000 £’000
Venture capital investments          
Baldwin & Francis Limited 1,534 - - (1,534) -
IXL PremFina Limited 755 660 660 (95) -
  2,289 660 660 (1,629) -

*Quoted on AIM
All venture capital investments are unquoted unless otherwise stated.

UNAUDITED BALANCE SHEET
as at 30 September 2021

    30 Sept 20 2 1   30 Sept 20 20   31 Mar
20 2 1
    £’000   £’000   £’000
             
Fixed assets            
Investments   62,791   37,677   44,756
             
Current assets            
Debtors   7   51   78
Cash at bank and in hand   26,045   17,806   10,659
    26,052   17,857   10,737
             
Creditors: amounts falling due within one year   (99)   (220)   (81)
             
Net current assets   25,953   17,637   10,656
             
Net assets   88,744   55,314   55,412
             
             
Capital and reserves            
Called up Share capital   7,275   5,544   5,537
Capital redemption reserve   728   652   659
Share premium account   36,438   18,321   18,321
Merger reserve   1,828   1,828   1,828
Special reserve   12,041   17,814   15,463
Capital reserve - unrealised   31,052   10,588   14,159
Capital reserve - realised   -   798   -
Revenue reserve   (618)   (231)   (555)
             
Equity Shareholders’ funds   88,744   55,314   55,412
             
Basic and diluted Net Asset Value per Share   61.0 p   49.9p   50 .0p

UNAUDITED INCOME STATEMENT
for the six months ended 30 September 2021

   

Six months ended
30 Sept 20 2 1
 

Six months ended
30 Sept 20 20
  Year
ended
31 Mar 20 2 1
    Revenue Capital Total   Revenue Capital Total   Total
  £’000 £’000 £’000   £’000 £’000 £’000   £’000
                     
Income   295 - 295   48 - 48   104
Gains on investments                  
Realised   - - -   - 22 22   38
Unrealised   - 17,575 17,575   - 6,171 6,171   9,732
    295 17,575 17,870   48 6,193 6,241   9,874
                     
Investment management fees (138) (416) (554)   (91) (276) (367)   (921)
Other expenses   (220) - (220)   (179) - (179)   (420)
                     
Return on ordinary activities before tax ation   (63) 17,159 17,096   (222) 5,917 5,695   8,533
                     
Tax on total comprehensive income and ordinary activities   - - -   - - -   -
                     
Return attributable to equity S hareholders   (63) 17,159 17,096   (222) 5,917 5,695   8,533
                     
Basic and diluted return per S hare   - 11.7p 11.7p   (0. 2p ) 5.5p 5.3p   7 . 9 p

All Revenue and Capital items in the above statement are derived from continuing operations. The total column within the Income Statement represents the profit and loss account of the Company.

UNAUDITED STATEMENT OF CHANGE S IN EQUITY
for the six months ended 30 September 2021

  Called up Share capital Capital redemption reserve Share premium Merger reserve Special reserve Capital reserve-unrealised Capital reserve-realised Revenue reserve Total
  £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2020 3,997 633 6,388 1,828 18,713 4,417 776 (9) 36,743
Total comprehensive income  - - - - - 9,732 (653) (546) 8,533
Transfer between reserves - - - - (2,565) 10 2,555 - -
Transactions with owners                  
Issue of new Shares 1,566 - 11,933 - - - - - 13,499
Share issue costs - - - - (455) - - - (455)
Purchase of own Shares (26) 26 - - (230) - - - (230)
Dividends paid - - - - - - (2,678) - (2,678)
At 31 March 202 1 5,537 659 18,321 1,828 15,463 14,159 - (555) 55,412
Total comprehensive income - - - - - 17,575 (416) (63) 17,096
Transfer between reserves - - - - 266 (682) 416 - -
Transactions with owners                  
Issue of new Shares 1,807 - 18,117 - - - - - 19,924
Share issue costs - - - - (839) - - - (839)
Purchase of own Shares (69) 69 - - (667) - - - (667)
Dividends paid - - - - (2,182) -   - (2,182)
At 30 September 20 2 1 7,275 728 36,438 1,828 12,041 31,052 - (618) 88,744

A transfer of £416,000 was made from the Special Reserve to the Capital Reserve – realised in respect of capital expenses for the period. A transfer of £682,000 was made from the Capital Reserve – unrealised to the Special Reserve for realised loss on investment disposal and reversal of impairment loss during the year.

UNAUDITED STATEMENT OF CASH FLOWS

for the six months ended 30 September 2021

  Six months
ended
30 Sept
20 2 1
  Six months
ended
30 Sept
20 20
  Year ended
31 Mar 20 2 1
  £’000   £’000   £’000
           
Cash flow from operating activities          
Return on ordinary activities before taxation 17,096   5,695   8,533
(Gains)/losses on investments (17,575)   (6,193)   (9,770)
Decrease/(increase) in debtors 29   2,365   (16)
Increase in creditors 18   30   (15)
           
Net cash inflow/(outflow) generated from operating activities (432)   1,897   (1,268)
           
Cash flow from investing activities          
Purchase of investments (1,120)   (5,411)   (9,011)
Sale of investments 660   22   2,520
           
Net cash outflow from investing activities (460)   (5,389)   (6,491)
           
Cash flows from financing activities          
Proceeds from Share issue 19,924   13,499   (2,772)
Share issue costs (797)   (455)   13,499
Purchase of own Shares (667)   (168)   (501)
Equity dividends paid (2,182)   -   (230)
           
Net cash inflow from financing activities 16,278   12,876   9,996
           
Increase/(decrease) in cash 15,386   9,384   2,237
           
Net movement in cash          
Beginning of period 10,659   8,422   8,422
Net cash inflow/(outflow) 15,386   9,384   2,237
End of period 26,045   17,806   10,659

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
for the six months ended 30 September 2021

1. The unaudited Half-Yearly Report covers the six months to 30 September 2021 and has been prepared in accordance with the accounting policies set out in the statutory accounts for the period ended 31 March 2021, which were prepared in accordance with the Financial Reporting Standard 102 (“FRS 102”) and the Statement of Recommended Practice “Financial Statements of Investment Trust Companies” issued in October 2019 (“SORP”).

2. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.

3. The comparative figures are in respect of the six months ended 30 September 2020 and the year ended 31 March 2021 respectively.

4. Basic and diluted r eturn per Share

  Six months ended
30 Sept
202 1
  Six months ended
30 Sept
20 20
  Year
ended
31 Mar
202 1
Return per Share based on:          
Net revenue (loss)/return (£’000) (63)   (222)   (546)
           
Capital return per Share based on:          
Net capital gain/(loss) (£’000) 17,159   5,917   9,079
           
Weighted average number of Shares 146,059,737   106,544,017   108,677,601

5. D ividends

      30 September 20 2 1   31 March 20 2 1
  Per Share   Revenue Capital Total   Total
  P ence   £’000 £’000 £’000   £’000
Payable              
2022 Interim 1.5p   - 2,182 2,182   -
Paid in the period              
2021 Final 1.5p   - 2,182 2,182   -
2021 Interim 1.0p   - - -   1,107
2020 Final 1.5p   - - -   1,571
      - 2,182 2,182   2,678

6. Basic and diluted N et A sset V alue per Share

  30 Sept 20 2 1   30 Sept 20 20   31 Mar 20 2 1
Net asset value per Share based on:          
Net assets (£’000) 88,744   55,314   55,412
           
Number of Shares in issue at period end 145,501,149   110,874,413   110,738,558
           
Net Asset Value per Share 61.0p   49.9p   50.0p

7. Called up Share capital

  30 Sept 20 2 1   30 Sept 20 20   31 Mar 20 2 1
Ordinary Share s of 5p each          
Number of Shares in issue at period end 145,501,149   110,874,413   110,738,558
           
Nominal value (£’000) 7,275   5,544   5,537

During the period the Company allotted 36,146,095 Ordinary Shares of 5p each (“Ordinary Shares”) under an Offer for Subscription that launched in February 2021, at an average price of 55.12p per Share. Gross proceeds received thereon were £19.9 million, with issue costs in respect of the Offer amounting to £839,000.        

During the period, the Company purchased 1,383,504 Shares for cancellation for an aggregate consideration of £667,000, at an average price of 48.2p per Share (approximately equal to a 5.0% discount to the most recently published NAV at the time of purchase) and representing 1.25% of the Share capital in issue as at 1 April 2021.

8. Reserves
The special reserve is available to the Company to enable the purchase of its own Shares in the market without affecting its ability to pay dividends and allows the Company to write back realised capital losses arising on disposals and impairments.

Distributable reserves are calculated as follows:

  30 Sept 20 2 1 30 Sept 20 20 31 M ar 20 2 1
  £’000   £’000   £’000
Special reserve 12,041   17,814   15,463
Capital reserve - realised -   798   -
Revenue reserve (618)   (231)   (555)
Merger reserve - distributable element 423   423   423
Unrealised losses - net of unquoted gains 6,283   805   2,244
  18,129   19,609   17,575

In October 2018, the balances on the Share Premium account and the capital redemption reserve were cancelled and added to the special reserve, contributing an additional £26.2 million to distributable reserves. The VCT regulations place some restrictions on the use of these reserves during the first three to four years after the funds on which they arose were raised.

9. Investments
The fair value of investments is determined using the detailed accounting policy as set out in Note 1 of the Annual Report.

The Company has categorised its financial instruments using the fair value hierarchy as follows:

Level 1        Reflects financial instruments quoted in an active market (fixed interest investments, and investments in shares quoted on either the Main or AIM Markets);
Level 2        Reflects financial instruments that have prices that are observable either directly or indirectly; and
Level 3        Reflects financial instruments that use valuation techniques that are not based on observable market data (unquoted equity investments and loan note investments).

  Six months ended 30 Sept 20 2 1   Period ended 31 Mar 20 2 1
  Level 1 Level 2 Level 3 Total   Level 1 Level 2 Level 3 Total
  £’000 £’000 £’000 £’000   £’000 £’000 £’000 £’000
                   
AIM quoted shares 11,379 1,427 - 12,806   10,609 1,241 - 11,850
Loan notes - - 508 508   - - 508 508
Unquoted shares - - 49,477 49,477   - - 32,398 32,398
  11,379 1,427 49,985 62,791   10,609 1,241 32,906 44,756

10. Risks and uncertainties
Under the Disclosure and Transparency Directive, the Board is required in the Company’s half-yearly results to report on principal risks and uncertainties facing the Company over the remainder of the financial year.

The Board has concluded that the key risks facing the Company over the remainder of the financial period are as follows:

- investment risk associated with investing in small and immature businesses;
- liquidity risk arising from investing mainly in unquoted businesses; and
- failure to maintain approval as a VCT.

In all cases the Board is satisfied with the Company’s approach to these risks. As a VCT, the Company is forced to have significant exposure to relatively immature businesses. This risk is mitigated to some extent by holding a well-diversified portfolio.

With a reasonably illiquid venture capital investment portfolio, the Board ensures that it maintains an appropriate proportion of its assets in cash and liquid instruments.

The Company’s compliance with the VCT regulations is continually monitored by the Administration Manager, who regularly reports to the Board on the current position. The Company also retains Philip Hare and Associates LLP to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level.

The Company has considerable financial resources at the period end and holds a diversified portfolio of investments. As a result, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The Directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

11. The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the “Statement: Half-Yearly Financial Reports” issued by the UK Accounting Standards Board as well as in accordance with FRS 104 Interim Financial Reporting and the half-yearly financial report includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the current financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last Annual Report that could do so.

12. The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The figures for the period ended 31 March 2021 have been extracted from the financial statements for that period, which have been delivered to the Registrar of Companies; the Auditor’s report on those financial statements was unqualified.

13. Copies of the unaudited Half-Yearly Report will be sent to Shareholders shortly. Further copies can be obtained from the Company’s registered office or downloaded from www.draperespritvct.com and www.downing.co.uk.


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