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Albion Tech&Gen VCT (AATG)

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Monday 16 September, 2019

Albion Tech&Gen VCT

Albion Technology & General VCT PLC: Half-yearly Financial Report

Albion Technology & General VCT PLC: Half-yearly Financial Report

Albion Technology & General VCT PLC
LEI number: 213800TKJUY376H3KN16

As required by the UK Listing Authority's Disclosure Guidance and Transparency Rule 4.2, Albion Technology & General VCT PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 30 June 2019. This announcement was approved by the Board of Directors on 16 September 2019.

The full Half-yearly Financial Report (which is unaudited) for the period to 30 June 2019, will shortly be sent to shareholders. Copies of the full Half-yearly Financial Report will be shown via the Albion Capital Group LLP website by clicking www.albion.capital/funds/AATG/30Jun19.pdf.

Investment objective and policy

The Company’s investment objective is to provide investors with a regular and predictable source of dividend income, combined with the prospect of long-term capital growth, through a balanced portfolio of unquoted growth and technology businesses in a qualifying venture capital trust.

Investment policy

The Company will invest in a broad portfolio of unquoted growth and technology businesses. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified in terms of sectors and stages of maturity of portfolio companies.

VCT qualifying and non-qualifying investments

Application of the investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue and Customs (“VCT regulations”). The maximum amount invested in any one company is limited to any HMRC annual investment limits. It is intended that normally at least 80 per cent. of the Company's funds will be invested in VCT qualifying investments. The VCT regulations also have an impact on the type of investments and qualifying sectors in which the Company can make investment.

Funds held prior to investing in VCT qualifying assets or for liquidity purposes will be held as cash on deposit, invested in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings or invested in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so). Investment in such open-ended equity funds will not exceed 7.5 per cent. of the Company’s assets at the time of investment.

Risk diversification and maximum exposures

Risk is spread by investing in a number of different businesses within VCT qualifying industry sectors using a mixture of securities. The maximum the Company will invest in a single company is 15 per cent. of the Company’s assets at cost. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of investments' suitability for sale. It is possible that individual holdings may grow in value to a point where they represent a significantly higher proportion of total assets prior to a realisation opportunity being available.

Borrowing powers

The Company’s maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Directors do not have any intention of utilising long-term gearing.

Background to the Company

The Company is a venture capital trust which raised £14.3 million in December 2000 and 2002, and raised a further £35.0 million during 2006 through the launch of a C share issue. The Company has raised a further £40.0 million under the Albion VCTs Top-Up Offers since January 2011.

On 15 November 2013, the Company acquired the assets and liabilities of Albion Income & Growth VCT PLC (“Income & Growth”) in exchange for new shares in the Company (“the Merger”) resulting in a further £28.1 million of net assets.

Financial calendar

Record date for second dividend for the year

Payment date for second dividend

Financial year end
6 December 2019 

31 December 2019

31 December

Financial summary

 Unaudited
six months ended 30 June 2019
(pence per share)
Unaudited
 six months ended
30 June 2018
(pence per share)
 Audited
year ended
31 December 2018 (pence per share)
Opening net asset value77.4071.9071.90
Revenue return0.250.100.40
Capital return9.835.909.10
Total return10.086.009.50
Dividends paid(2.00)(2.00)(4.00)
Impact from buy-backs and issue of share capital(0.33)  -  -
Net asset value85.1575.9077.40


Total shareholder return to 30 June 2019Ordinary shares
 (pence per share) (i)
C shares
 (pence per share) (i)(ii)
 

Albion Income & Growth VCT PLC
(pence per share) (i)(iii)
Total dividends paid during the period ended:   
31 December 20011.00--
31 December 20022.00--
31 December 20031.50--
31 December 20047.50--
31 December 20059.00-0.65
31 December 20068.000.502.60
31 December 20078.002.503.45
31 December 200816.004.503.50
31 December 2009-1.003.00
31 December 20108.003.003.00
31 December 20115.003.803.50
31 December 20125.003.903.50
31 December 20135.003.903.50
31 December 20145.003.903.90
31 December 20155.003.903.90
31 December 20165.003.903.90
31 December 20174.003.113.13
31 December 20184.003.113.13
30 June 20192.001.561.56
Total dividends paid to 30 June 2019101.0042.6246.23
Net asset value as at 30 June 201985.1566.2466.53
Total shareholder return to 30 June 2019186.15108.86112.76

In addition to the dividends paid above, the Board declared a second dividend for the year ending 31 December 2019 of 2.00 pence per Ordinary share to be paid on 31 December 2019 to shareholders on the register on 6 December 2019.

Notes
(i) Excludes tax benefits upon subscription.
(ii) The C shares were converted into Ordinary shares on 31 March 2011. The net asset value per share and all dividends paid subsequent to the conversion of the C shares to the Ordinary shares are multiplied by the conversion factor of 0.7779 in respect of the C shares’ return, in order to give an accurate picture of the shareholder value since launch relating to the C shares.
(iii) Albion Income & Growth VCT PLC was merged with Albion Technology & General VCT PLC on 15 November 2013. The net asset value per share and all dividends paid subsequent to the merger of the Income & Growth shares to the Ordinary shares are multiplied by the issue ratio of 0.7813 in respect of the Income & Growth shares’ return, in order to give an accurate picture of the shareholder value since launch relating to the Income & Growth shares. Prior to the merger, Albion Income & Growth VCT PLC had a financial year end of 30 September and as such, the above dividends per share relate to the relevant period.

Interim management report

Introduction
I am pleased to report that the results for Albion Technology & General VCT PLC for the six months to 30 June 2019 showed a total return of 10.08 pence per share (13.0 per cent. on opening net asset value), compared to 6.00 pence per share for the same interim period last year, and 9.50 pence per share for the year ended 31 December 2018. Net asset value increased from 77.40 pence per share at 31 December 2018 to 85.15 pence per share at 30 June 2019, following the payment of a 2.00 pence per share dividend on 28 June 2019. This shows continued strong performance following the recovery plan of the last three years.

Performance and portfolio update
The period has been a busy one with a number of write ups from further investment in existing portfolio companies by third party investors, and £2.7 million invested in new and existing companies. The net effect of the Board’s regular portfolio revaluation has been an overall gain on investments of £11.3 million (30 June 2018: £6.7 million; 31 December 2018: £10.7 million). The key movements in the period include: a £9 million uplift in the valuation of Process Systems Enterprise following the exchange of contracts for the sale of the portfolio company to Siemens for over 10x total funds invested; a £641,000 uplift in the valuation of Proveca following a £3.5 million funding round in which we participated; and a £380,000 write up in Bravo Inns II, following a new professional third party valuation. There were a few investments where valuations declined over the period, the largest being a £409,000 decrease in Convertr Media, which required further finance during the period as it continues to develop its business. Further details of the portfolio of investments can be found below.

Investments in five new portfolio companies have been made during the period, all of which should result in further investment as the companies prove themselves and grow. These are:

  • £400,000 into Avora, a developer of software to improve decision making through augmented analytics and machine learning;
  • £380,000 into Limitless Technology, a customer service platform powered by crowd and machine learning technology;
  • £367,000 into Clear Review, a provider of talent management software to mid-market enterprises;
  • £151,000 into Imandra, a provider of automated software testing and an enhanced learning experience for artificial neural networks; and
  • £68,000 into Symetrica, a designer and manufacturer of radiation detection equipment.

We provided further investments to a number of portfolio companies including £455,000 to Proveca, £338,000 to Oxsensis, and £200,000 to Beddlestead to support growth.

Current portfolio sector allocation
Set out at the bottom of this announcement is the sector diversification of the portfolio of investments as at 30 June 2019.

Results and dividends
As at 30 June 2019, the net asset value was 85.15 pence per share (30 June 2018: 75.90 pence per share; 31 December 2018: 77.40 pence per share).

A first dividend of 2.00 pence per share was paid on 28 June 2019. The Company will pay a second dividend of 2.00 pence per share on 31 December 2019 to shareholders on the register on 6 December 2019, making 4.00 pence per share in total for the full year, in line with the Company’s current dividend target.

Risks, uncertainties and prospects
The uncertainty over the process and implications of the withdrawal of the UK from the European Union remains a risk, added to which is muted economic growth and other political uncertainty. Overall investment risk, however, is mitigated through a variety of processes, including our policy of aiming to achieve balance in the portfolio through the inclusion of sectors that are less exposed to the business and consumer cycles.

Other principal risks and uncertainties remain unchanged and are as detailed in note 13.

Share buy-backs
It remains the Board’s primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. Thereafter, it is still the Board’s policy to buy back shares in the market, subject to the overall constraint that such purchases are in the Company’s interest. It is the Board’s intention for such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit.

Albion VCTs Top-Up Offers
The Company was pleased to announce on 5 April 2019 that it had reached its £8 million limit under the Albion VCTs Prospectus Top Up Offers 2018/19 which was fully subscribed and closed early raising net proceeds of £7.8 million. The proceeds of the Offer are being deployed into new investments as mentioned above, and supporting further funding of existing portfolio companies to promote growth.

Transactions with the Manager
Details of the transactions that took place with the Manager in the period can be found in note 5. Details of related party transactions can be found in note 11.

Fraud warning
We note over recent months an increase in the number of shareholders being contacted in connection with increasingly sophisticated but fraudulent financial scams. This is often by a phone call or an email which normally originates from outside of the UK, often claiming or appearing to come from a corporate finance firm and typically offering to buy your VCT shares at an inflated price. If you are contacted, we recommend that you do not respond with any personal information and say you are not interested.

The Manager maintains a page on their website in relation to fraud advice at www.albion.capital/investor-centre/fraud-advice.

If you are in any doubt, we recommend that you seek financial advice before taking any action. You can also call Shareholder relations on 020 7601 1850, or email [email protected], if you wish to check whether any claims made are genuine.

Outlook
The Board is encouraged by the continuing strong performance of the investment portfolio, by the prospects in many of our portfolio companies and in the outlook for fresh investment opportunities. We believe the portfolio is well positioned to continue to grow over the coming years but the political and economic background remains challenging.

Dr N E Cross
Chairman
16 September 2019

Responsibility statement

The Directors, Dr Neil Cross, Robin Archibald, Mary Anne Cordeiro, Modwenna Rees-Mogg and Patrick Reeve, are responsible for preparing the Half-yearly Financial Report. In preparing these condensed Financial Statements for the period to 30 June 2019 we, the Directors of the Company, confirm that to the best of our knowledge:

(a) the condensed set of Financial Statements, which has been prepared in accordance with Financial Reporting Standard 104 “Interim Financial Reporting”, gives a true and fair view of the assets, liabilities, financial position and profit and loss of the Company as required by DTR 4.2.4R;

(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein).

This Half-yearly Financial Report has not been audited or reviewed by the Auditor.

For and on behalf of the Board

Dr N E Cross
Chairman
16 September 2019

Portfolio of investments

  As at 30 June 2019  
Fixed asset investments % voting rights Cost
£’000
Cumulative movement in value
£’000
Value
£’000
 Change in value for the period*
£’000
Process Systems Enterprise Limited13.62,16011,69613,856 8,993
Radnor House School (Holdings) Limited15.34,7016,32711,028 144
Chonais River Hydro Limited15.72,1691,9554,124 (59)
Bravo Inns II Limited15.12,6391,1093,748 380
Mirada Medical Limited12.91,3212,1073,428 (135)
Quantexa Limited3.17732,4293,202 -
Proveca Limited7.21,1841,5582,742 641
G. Network Communications Limited4.61,0501,2472,297 52
Gharagain River Hydro Limited18.51,5266602,186 (25)
Egress Software Technologies Limited2.27651,3492,114 -
Oxsensis Limited13.81,8861632,049 339
Bravo Inns Limited28.82,411(365)2,046 229
memsstar Limited30.18528581,710 311
MHS 1 Limited22.51,565(5)1,560 -
The Street by Street Solar Programme Limited8.18955811,476 24
TWCL Limited25.21,502(93)1,409 (8)
DySIS Medical Limited5.72,589(1,249)1,340 18
Regenerco Renewable Energy Limited7.98224741,296 26
Beddlestead Limited9.81,200-1,200 -
Convertr Media Limited7.01,079191,098 (409)
The Evewell (Harley Street) Limited8.31,039-1,039 -
Zift Channel Solutions Inc.1.68811231,004 10
Alto Prodotto Wind Limited6.9649310959 (9)
MPP Global Solutions Limited3.2950-950 -
The Q Garden Company Limited33.4934(3)931 -
Secured by Design Limited2.7410463873 210
Mi-Pay Group plc19.64,163(3,311)852 90
Black Swan Data Limited1.7828-828 -
Panaseer Limited3.2557214771 -
Locum’s Nest Limited7.767541716 -
Oviva AG3.866520685 14
Cisiv Limited7.8695(28)667 -
Premier Leisure (Suffolk) Limited25.845452506 (14)
Albion Investment Properties Limited31.8434(12)422 16
Erin Solar Limited15.7440(19)421 -
MyMeds&Me Limited4.6439(23)416 -
Avora Limited2.5400-400 -
Koru Kids Limited1.7204192396 192
Phrasee Limited1.9392-392 -
Limitless Technology Limited2.4380-380 -
Sandcroft Avenue Limited (Hussle)2.2397(21)376 (37)
AVESI Limited8.0259115374 (6)
Clear Review Limited2.9367-367 -
InCrowd Sports Limited3.429428322 -
OmPrompt Holdings Limited3.3306(10)296 76
Harvest AD Limited0.021015225 (7)
Arecor Limited1.2220-220 -
Aridhia Informatics Limited4.9950(748)202 (182)
Abcodia Limited3.2549(355)194 -
Greenenerco Limited3.110171172 3
Forward Clinical Limited1.6170-170 -
Imandra Inc.1.6151-151 -
Innovation Broking Group Limited6.06071131 27
uMotif Limited1.1170(51)119 (51)
Healios Limited0.880-80 -
ePatient Limited (Raremark)1.2115(42)73 (42)
Symetrica Limited0.368-68 -
Palm Tree Technology Limited0.5320(287)33 -
Elements Software Limited3.319(19)- -
Total fixed asset investments 53,48427,60681,090 10,811

* As adjusted for additions and disposals during the period.

Current asset investmentsCost
£’000
Cumulative movement in value
£’000
Value
£’000
 Change in value for the period
£’000
SVS Albion OLIM UK Equity Income Fund2,260(108)2,152 230
Total current asset investments2,260(108)2,152 230



Investment realisations in the period to 30 June 2019
Cost
£’000
Opening carrying value
£’000
Disposal proceeds
£’000
Total realised gain/(loss)
£’000
Gain on opening value
£’000
Disposals:      
Earnside Energy Limited2,0592,4822,334275(148)
Tambla Limited683739(29)2
      
Loan stock repayments and other:     
Mirada Medical Limited56470074618246
Radnor House School (Holdings) Limited638638638--
memsstar Limited545454--
Alto Prodotto Wind Limited1218186-
Greenenerco Limited2331-
Escrow adjustments--123123123
Total3,3973,9323,95555823


Total change in value of investments for the period
Movement in loan stock accrued interest
     10,811
233
Unrealised gains on fixed asset investments     11,044
Realised gains on fixed asset investments     23
Unrealised gains on current asset investments    230
Total gains on investments as per income statement    11,297

Condensed income statement

  Unaudited
six months ended
30 June 2019
Unaudited
six months ended
30 June 2018
Audited
year ended
31 December 2018
 NoteRevenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments3-11,29711,297-6,6916,691-10,70910,709
Investment income4694-694549-5491,184-1,184
Investment management fee5(250)(752)(1,002)(222)(667)(889)(460)(1,379)(1,839)
Other expenses (153)-(153)(149)-(149)(295)-(295)
Profit on ordinary activities before tax 29110,54510,8361786,0246,2024299,3309,759
Tax (charge)/credit on ordinary activities (24)24-(21)21-(59)59-
Profit and total comprehensive income attributable to shareholders 26710,56910,8361576,0456,2023709,3899,759
Basic and diluted return per share (pence)*70.259.8310.080.105.906.000.409.109.50

* adjusted for treasury shares

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2018 and the audited statutory accounts for the year ended 31 December 2018.

The accompanying notes form an integral part of this Half-yearly Financial Report.

The total column of this Condensed income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies’ Statement of Recommended Practice.

Condensed balance sheet

 NoteUnaudited
30 June 2019
£’000
Unaudited
30 June 2018
£’000
Audited
31 December 2018
£’000
 

 
    
Fixed asset investments 81,09065,74170,737
     
Current assets    
Current asset investments 2,1522,2601,921
Trade and other receivables less than one year 838696664
Cash and cash equivalents 11,87910,6937,142
  14,86913,6499,727
 

Total assets
 95,95979,39080,464
 

Payables: amounts falling due within one year
Trade and other payables less than one year
 (636)(715)(567)
Total assets less current liabilities 95,32378,67579,897
     
Equity attributable to equity holders    
Called up share capital81,2921,1831,187
Share premium 34,64226,33026,621
Capital redemption reserve 282828
Unrealised capital reserve 27,43613,12616,697
Realised capital reserve 10,76311,16010,933
Other distributable reserve 21,16226,84824,431
Total equity shareholders’ funds 95,32378,67579,897
     
Basic and diluted net asset value per share (pence)* 85.1575.9077.40

* excluding treasury shares

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2018 and the audited statutory accounts for the year ended 31 December 2018.

The accompanying notes form an integral part of this Half-yearly Financial Report.

These Financial Statements were approved by the Board of Directors and authorised for issue on 16 September 2019 and were signed on its behalf by

Dr N E Cross
Chairman
Company number: 04114310

Condensed statement of changes in equity

 Called up share
capital
Share premiumCapital redemption reserveUnrealised capital reserveRealised capital reserve*Other distributable reserve*Total
 £’000£’000£’000£’000£’000£’000£’000
As at 1 January 2019 1,18726,6212816,69710,93324,43179,897
Return/(loss) and total comprehensive income for the year---11,274(705)26710,836
Transfer of previously unrealised gains on disposal of investments---(535)535--
Purchase of own shares for treasury-----(1,299)(1,299)
Issue of equity1058,225----8,330
Cost of issue of equity-(204)----(204)
Dividends paid-----(2,237)(2,237)
As at 30 June 20191,29234,6422827,43610,76321,16295,323
As at 1 January 20181,14323,469289,6928,54929,76772,648
Return and total comprehensive income for the year---4,9091,1361576,202
Transfer of previously unrealised gains on disposal of investments---(1,475)1,475--
Purchase of own shares for treasury-----(995)(995)
Issue of equity402,940----2,980
Cost of issue of equity-(79)----(79)
Dividends paid-----(2,081)(2,081)
As at 30 June 20181,18326,3302813,12611,16026,84878,675
As at 1 January 20181,14323,469289,6928,54929,76772,648
Return and total comprehensive income for the year---8,9104793709,759
Transfer of previously unrealised gains on disposal of investments---(1,905)1,905--
Purchase of own shares for treasury-----(1,570)(1,570)
Issue of equity443,233----3,277
Cost of issue of equity-(81)----(81)
Dividends paid-----(4,136)(4,136)
As at 31 December 20181,18726,6212816,69710,93324,43179,897

*These reserves amount to £31,925,000 (30 June 2018: £38,008,000; 31 December 2018: £35,364,000) which is considered distributable.

Condensed statement of cash flows

 Unaudited
six months ended 30 June 2019
£’000
Unaudited
six months ended 30 June 2018
£’000
Audited
year ended
31 December 2018
£’000
Cash flow from operating activities   
Loan stock income received7395021,098
Dividend income received14067119
Deposit interest received211125
Investment management fee paid(944)(853)(1,803)
Other cash payments(159)(175)(293)
Corporation tax paid---
Net cash flow from operating activities(203)(448)(854)
    
    
Cash flow from investing activities   
Purchase of current asset investments-(900)(910)
Purchase of fixed asset investments(2,728)(2,060)(4,354)
Disposal of fixed asset investments3,0603,9525,621
Net cash flow from investing activities332992357
    
    
Cash flow from financing activities   
Issue of share capital7,8042,6062,606
Cost of issue of equity(2)(2)(15)
Dividends paid(1,895)(1,771)(3,536)
Purchase of own shares (including costs)(1,299)(838)(1,570)
Net cash flow from financing activities4,608(5)(2,515)
    
Increase/(decrease) in cash and cash equivalents4,737539(3,012)
Cash and cash equivalents at start of period7,14210,15410,154
Cash and cash equivalents at end of period11,87910,6937,142
    
Cash and cash equivalents comprise:   
Cash at bank11,87910,6937,142
Cash equivalents---
Total cash and cash equivalents 11,87910,6937,142

Notes to the condensed Financial Statements

1. Basis of preparation
The condensed Financial Statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, in accordance with applicable United Kingdom law and accounting standards, including Financial Reporting Standard 102 (“FRS 102”), Financial Reporting Standard 104 – Interim Financial Reporting (“FRS 104”), and with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”) issued by The Association of Investment Companies (“AIC”).

The preparation of the Financial Statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The most critical estimates and judgements relate to the determination of carrying value of investments at fair value through profit and loss (“FVTPL”). The Company values investments by following the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines and further detail on the valuation techniques used are outlined in note 2 below.

The Half-yearly Financial Report has not been audited, nor has it been reviewed by the auditor pursuant to the FRC’s guidance on Review of interim financial information.

Company information can be found on page 2 of the full Half-yearly Financial Report.

2. Accounting policies
Fixed and current asset investments
The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.

In accordance with the requirements of FRS 102, those undertakings in which the Company holds more than 20 per cent. of the equity as part of an investment portfolio are not accounted for using the equity method. In these circumstances the investment is measured at FVTPL.

Upon initial recognition (using trade date accounting) investments, including loan stock, are classified by the Company as FVTPL and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the Income statement).

Subsequently, the investments are valued at fair value, which is measured as follows:

  • Investments listed on recognised exchanges, including liquid open-ended equity funds, are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published price quotations;
     
  • Unquoted investments, where there is not an active market, are valued using an appropriate valuation technique in accordance with the IPEV Guidelines. Indicators of fair value are derived using established methodologies including earnings multiples, the level of third party offers received, cost or price of recent investment rounds, net assets and industry valuation benchmarks. Where price of recent investment is used as a starting point for estimating fair value at subsequent measurement dates, this has been benchmarked using an appropriate valuation technique permitted by the IPEV guidelines.
     
  • In situations where cost or price of recent investment is used, consideration is given to the circumstances of the portfolio company since that date in determining fair value. This includes consideration of whether there is any evidence of deterioration or strong definable evidence of an increase in value. In the absence of these indicators, the investment in question is valued at the amount reported at the previous reporting date. Examples of events or changes that could indicate a diminution include:
    • the performance and/or prospects of the underlying business are significantly below the expectations on which the investment was based;
    • a significant adverse change either in the portfolio company’s business or in the technological, market, economic, legal or regulatory environment in which the business operates; or
    • market conditions have deteriorated, which may be indicated by a fall in the share prices of quoted businesses operating in the same or related sectors.

Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.

Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the other distributable reserve when a share becomes ex-dividend.

Receivables, payables and cash are carried at amortised cost, in accordance with FRS 102. There are no financial liabilities other than payables.

Investment income
Equity income
Dividend income is included in revenue when the investment is quoted ex-dividend.

Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are recognised when the Company’s right to receive payment and expected settlement is established. Where interest is rolled up and/or payable at redemption then it is recognised as income unless there is reasonable doubt as to its receipt.

Bank interest income
Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.

Investment management fees, performance incentive fees and expenses
All expenses have been accounted for on an accruals basis. Expenses are charged through the other distributable reserve except the following which are charged through the realised capital reserve:

  • 75 per cent. of management fees and performance incentive fees are allocated to the realised capital reserve. This is in line with the Board’s expectation that over the long term 75 per cent. of the Company’s investment returns will be in the form of capital gains; and
     
  • expenses which are incidental to the purchase or disposal of an investment are charged through the realised capital reserve.

Taxation
Taxation is applied on a current basis in accordance with FRS 102. Current tax is tax payable (refundable) in respect of the taxable profit (tax loss) for the current period or past reporting periods using the tax rates and laws that have been enacted or substantively enacted at the financial reporting date. Taxation associated with capital expenses is applied in accordance with the SORP.

Deferred tax is provided in full on all timing differences at the reporting date. Timing differences are differences between taxable profits and total comprehensive income as stated in the Financial Statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the Financial Statements. As a VCT the Company has an exemption from tax on capital gains. The Company intends to continue meeting the conditions required to obtain approval as a VCT in the foreseeable future. The Company therefore, should have no material deferred tax timing differences arising in respect of the revaluation or disposal of investments and the Company has not provided for any deferred tax.

Reserves
Share premium
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs.

Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company’s own shares.

Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve.

Realised capital reserve
The following are disclosed in this reserve:

  • gains and losses compared to cost on the realisation of investments;
  • expenses, together with the related taxation effect, charged in accordance with the above policies; and
  • dividends paid to equity holders.

Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve were combined in 2012 to form a single reserve named other distributable reserve.

This reserve accounts for movements from the revenue column of the Income statement, the payment of dividends, the buy-back of shares and other non-capital realised movements.

Dividends
Dividends by the Company are accounted for in the period in which the dividend is paid or approved at the Annual General Meeting.

Segmental reporting
The Directors are of the opinion that the Company is engaged in a single operating segment of business, being investment in smaller companies principally based in the UK.

3.            Gains on investments

  Unaudited
six months ended 30 June 2019
£’000
Unaudited
six months ended 30 June 2018
£’000
Audited
year ended
31 December 2018
£’000
Unrealised gains on fixed asset investments11,0444,9219,271
Unrealised gains/(losses) on current asset investments230(12)(361)
Realised gains on fixed asset investments231,7821,799
 11,2976,69110,709

4.            Investment income

 Unaudited
six months ended
30 June 2019
£’000
Unaudited
six months ended
30 June 2018
£’000
Audited
year ended
31 December 2018
£’000
Loan stock interest and other fixed returns5074711,039
UK dividend income16767119
Bank deposit interest201126
 6945491,184
    

5.            Investment management fee

 Unaudited
six months ended
30 June 2019
£’000
Unaudited
six months ended
30 June 2018
£’000
Audited
year ended
31 December 2018
£’000
Investment management fee charged to revenue250222460
Investment management fee charged to capital7526671,379
 1,0028891,839

Further details of the Management agreement under which the investment management fee is paid are given in the Strategic report on pages 11 and 12 of the Annual Report and Financial Statements for the year ended 31 December 2018.

During the period, services for a total value of £1,002,000 (30 June 2018: £889,000; 31 December 2018: £1,839,000) were purchased by the Company from Albion Capital Group LLP. At the financial period end, the amount due to Albion Capital Group LLP in respect of these services was £539,000 (30 June 2018: £483,000; 31 December 2018: £482,000). The total annual running costs of the Company are capped at an amount equal to 2.75 per cent. of the Company’s net assets, with any excess being met by Albion by way of a reduction in management fees. During the period, the management fee was reduced by £88,000 as a result of this cap (30 June 2018: £82,000; 31 December 2018: £136,000).

During the period, the Company was not charged by Albion Capital Group LLP in respect of Patrick Reeve’s services as a Director (30 June 2018 and 31 December 2018: nil).

Albion Capital Group LLP, the Manager, its partners and staff (including Patrick Reeve), hold 1,264,240 Ordinary shares in the Company.

Albion Capital Group LLP is, from time to time, eligible to receive arrangement fees and monitoring fees from portfolio companies. During the period to 30 June 2019, fees of £123,000 attributable to the investments of the Company were received pursuant to these arrangements (30 June 2018: £119,000; 31 December 2018: £214,000).

The Company entered into an offer agreement relating to the Offers with the Company’s investment manager Albion Capital Group LLP, pursuant to which Albion Capital received a fee of 2.5 per cent. of the gross proceeds of the Offers and out of which Albion Capital paid the costs of the Offers, as detailed in the Prospectus. The Offers closed on 5 April 2019.

During the period, no funds (30 June 2018: £900,000; 31 December 2018: £910,000) were invested in the SVS Albion OLIM UK Equity Income Fund (“OUEIF”) as part of the Company’s management of surplus liquid funds. To avoid double charging, Albion agreed to reduce its management fee relating to the investment in the OUEIF by 0.75 per cent., which represents the OUEIF management fee charged by OLIM. This resulted in a further reduction of the management fee of £8,000 (30 June 2018: £8,000; 31 December 2018: £15,000).

 

6.  Dividends

 
UnauditedUnauditedAudited
 six months ended
30 June 2019
£’000
six months ended
30 June 2018
£’000
year ended
31 December 2018
£’000
Dividend of 2.00p per share paid on 29 June 2018-2,0812,081
Dividend of 2.00p per share paid on 31 December 2018--2,055
Dividend of 2.00p per share paid on 28 June 20192,237--
 2,2372,0814,136

               
The Directors have declared a dividend of 2.00 pence per Ordinary share (total approximately £2,239,000) payable on 31 December 2019, to shareholders on the register on 6 December 2019.

7.            Basic and diluted return per share

Ordinary sharesUnaudited six months ended 30 June 2019 Unaudited six months ended 30 June 2018Audited year ended 31 December 2018
 RevenueCapitalRevenueCapitalRevenueCapital
Return attributable to equity shares (£’000)26710,5691576,0453709,389
Weighted average shares in issue107,475,312103,070,606103,202,241
Return per Ordinary share (pence)0.259.830.105.900.409.10

The weighted average number of shares is calculated after adjusting for treasury shares of 17,279,470 (30 June 2018: 14,721,470; 31 December 2018: 15,518,470).

There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution effecting the return per share. The basic return per share is therefore the same as the diluted return per share.

8.            Share capital

 Unaudited
30 June 2019
Unaudited
30 June 2018
Audited
31 December 2018
Allotted, called up and fully paid shares of 1 penny each   
Number of shares129,232,525118,320,317118,711,589
Nominal value of allotted shares (£’000)1,2921,1831,187
Voting rights (number of shares net of treasury shares)111,953,055103,598,847103,193,119

During the period to 30 June 2019 the Company purchased 1,761,000 Ordinary shares (nominal value of £17,610) for treasury at a cost of £1,299,000 including stamp duty. The total number of Ordinary shares held in treasury as at 30 June 2019 was 17,279,470 (30 June 2018: 14,721,470; 31 December 2018: 15,518,470) representing 13.4 per cent. of the Ordinary shares in issue as at 30 June 2019.

Under the terms of the Dividend Reinvestment Scheme, the following new Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2019:

Date of allotmentNumber of
shares allotted
Aggregate
nominal value
 of shares
 (£’000)
Issue price
 (pence per share)
Net
 invested
 (£’000)
Opening market price on allotment date (pence per share)
28 June 2019440,639476.6032272.00

Under the terms of the Albion VCTs Prospectus Top Up Offers 2018/19, the following new Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2019:

Date of allotmentNumber of
shares allotted
Aggregate
nominal value
 of shares
 (£’000)
Issue price
 (pence per share)
Net
 consideration
 received
 (£’000)
Opening market price on allotment date (pence per share)
1 April 20191,188,1311278.6092072.50
1 April 2019287,073379.0022272.50
1 April 20196,429,3036479.404,97872.50
5 April 20191,795,8021879.401,39073.50
12 April 2019101,276178.607873.50
12 April 20194,049-79.00373.50
12 April 2019274,663379.4021373.50
 10,080,297101 7,804 

9.            Commitments and contingencies
As at 30 June 2019, the Company had no financial commitments in respect of investments (30 June 2018 and 31 December 2018: £nil).

There are no contingencies or guarantees of the Company as at 30 June 2019 (30 June 2018 and 31 December 2018: £nil).

10.          Post balance sheet events
Since 30 June 2019, the Company has completed the following material transactions:

- Investment of £1,402,000 in Elliptic Enterprises Limited; and
- Investment of £141,000 in Koru Kids Limited.

11.          Related party transactions
During the period, no additional funds (30 June 2018: £900,000; 31 December 2018: £910,000) were invested into the SVS Albion OLIM UK Equity Income Fund (“OUEIF”), a fund managed by OLIM Limited which is part of the Albion group. At the period end, the Company had invested a total of £2,260,000 (30 June 2018: £2,250,000; 31 December 2018: £2,260,000) in the OUEIF.

Albion agreed to reduce that proportion of its management fee relating to the investment in the OUEIF by 0.75 per cent., which represents the OUEIF management fee charged by OLIM; this resulted in a reduction of the management fee of £8,000 (30 June 2018: £8,000; 31 December 2018: £15,000).

Other than transactions with the Manager as disclosed in note 5 and that disclosed above, there are no other related party transactions requiring disclosure.

12.          Going concern
The Board’s assessment of liquidity risk remains unchanged since the last Annual Report and Financial Statements for the year ended 31 December 2018 and is detailed on page 63 of those accounts. The Company has adequate cash and liquid resources. The portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, dividends and share buy-backs) are within the Company’s control. Accordingly, after making diligent enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing this Half-yearly Financial Report and this is in accordance with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting issued by the Financial Reporting Council.

13.          Risks and uncertainties
1. Investment and performance risk       
The risk of investment in poor quality assets, which could reduce the capital and income returns to shareholders, and could negatively impact on the Company’s current and future valuations.

By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more volatile than larger, long established businesses.

Investments in open-ended equity funds result in exposure to market risk through movements in price per unit.

To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its track record over many years of making successful investments in this segment of the market. In addition, the Manager operates a formal and structured investment appraisal and review process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites and takes account of comments from non-executive Directors of the Company on matters discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards), including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager’s report at quarterly board meetings. The Board and Manager regularly reviews the deployment of cash resources into equity markets, the extent of exposure and performance of the exposure.

2. VCT approval risk        
The Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns. Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status.

To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed Philip Hare & Associates LLP as its taxation adviser, who report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a portfolio company is also pre-cleared with our professional advisers or H.M. Revenue & Customs.

3. Regulatory and compliance risk            
The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company’s shares, or other penalties under the Companies Act or from financial reporting oversight bodies.       

Board members and the Manager have experience of operating at senior levels within or advising quoted companies. In addition, the Board and the Manager receive regular updates on new regulation, including legislation on the management of the Company, from its auditor, lawyers and other professional bodies. The Company is subject to compliance checks through the Manager’s compliance officer. The Manager reports monthly to its Board on any issues arising from compliance or regulation. These controls are also reviewed as part of the quarterly Board meetings, and also as part of the review work undertaken by the Manager’s compliance officer. The report on controls is also evaluated by the internal auditors.

4. Market value of Ordinary shares         
The market value of Ordinary shares can fluctuate. The market value of an Ordinary share, as well as being affected by its net asset value and prospective net asset value, also takes into account its dividend yield and prevailing interest rates. As such, the market value of an Ordinary share may vary considerably from its underlying net asset value. The market prices of shares in quoted investment companies can, therefore, be at a discount or premium to the net asset value at different times, depending on supply and demand, market conditions, general investor sentiment and other factors, including the ability to exercise share buybacks. Accordingly the market price of the Ordinary shares may not fully reflect their underlying net asset value.

The Company operates a share buyback policy, which is designed to limit the discount at which the Ordinary shares trade to around 5 per cent. to net asset value, by providing a purchaser through the Company in absence of market purchasers. From time to time buy-backs cannot be applied, for example when the Company is subject to a close period, or if it were to exhaust and could not renew any buyback authorities.

New Ordinary shares are issued at sufficient premium to net asset value to cover the costs of issue and to avoid asset value dilution to existing investors.

5. Operational and internal control risk  
The Company relies on a number of third parties, in particular the Manager, for the provision of investment management and administrative functions. Failures in key systems and controls within the Manager’s business could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.

The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year, and receives reports from the Manager on internal controls and risk management, including on matters relating to cyber security.

The Audit Committee reviews the Internal Audit Reports prepared by the Manager’s internal auditors, PKF Littlejohn LLP. On an annual basis, the Audit Committee chairman meets with the internal audit partner to provide an opportunity to ask specific detailed questions in order to satisfy itself that the Manager has strong systems and controls in place including those in relation to business continuity and cyber security. 

From 1 October 2018, Ocorian (UK) Limited were appointed as Depositary to oversee the custody and cash arrangements and provide other AIFMD duties. The Board reviews the quarterly reports prepared by Ocorian (UK) Limited to ensure that Albion Capital is adhering to its duties as a full-scope Alternative Investment Fund Manager under the AIFMD.

In addition, the Board regularly reviews the performance of its key service providers, particularly the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company’s investment policy. The Manager and other service providers have also demonstrated to the Board that there is no undue reliance placed upon any one individual.

6. Economic and political risk      
Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company’s prospects in a number of ways.

The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests a mixture of instruments in portfolio companies and has a policy of not normally permitting any external bank borrowings within portfolio companies.

At any given time, the Company has sufficient cash resources to meet its operating requirements, including share buy backs and follow on investments.

14.          Other information
The information set out in this Half-yearly Financial Report does not constitute the Company’s statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 30 June 2019 and 30 June 2018 and is unaudited. The information for the year ended 31 December 2018, does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 but is derived from the audited statutory accounts for the financial year, which have been delivered to the Registrar of Companies. The Auditor reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

15.          Publication
This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion.capital/funds/AATG, where the Report can be accessed via a link in the 'Financial Reports and Circulars' section.

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