Kings Arms Yard VCT PLC: Annual Financial Report
*Kings Arms Yard VCT PLC*
*Annual Financial Report*
*LEI Code 213800DK8H27QY3J5R45*
As required by the UK Listing Authority’s Disclosure Guidance and Transparency Rules 4.1 and 6.3, Kings Arms Yard VCT PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 31 December 2023.
The announcement was approved for release by the Board of Directors on 19 April 2024.
This announcement has not been audited.
The Annual Report and Financial Statements for the year ended 31 December 2023 (which have been audited), will shortly be sent to shareholders. Copies of the full Annual Report and Financial Statements will be shown via the Albion Capital Group LLP website by clicking www.albion.capital/funds/KAY/31Dec2023.pdf.
*Investment policy*
The Company is a Venture Capital Trust and the investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value.
The Company will invest in a broad portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. 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 both in terms of sector and stage of maturity of company.
Funds held pending investment or for liquidity purposes are held as cash on deposit or similar instruments with banks or other financial institutions with high credit ratings assigned by international credit rating agencies.
*Risk diversification and maximum exposures*
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities. The maximum amount which the Company will invest in a single portfolio company is 15% of the Company’s assets at cost, thus ensuring a spread of investment risk. The value of an individual investment may increase over time as a result of trading progress and it is possible that it may grow in value to a point where it represents a significantly higher proportion of total assets prior to a realisation opportunity being available.
The Company’s maximum exposure in relation to gearing is restricted to the amount equal to its adjusted capital and reserves.
*Financial calendar*
12 April 2024 Record date for first dividend
30 April 2024 Payment date for first dividend
Noon on 4 June 2024 Annual General Meeting
September 2024 Announcement of Half-yearly results for the six months ending 30 June 2024
31 October 2024 Payment date for second dividend (subject to Board approval)
*Financial highlights*
*0.42p* Basic and diluted return per share for the year ended 31 December 2023 (2022: 0.16p)
*2.2%* Shareholder return for the year ended 31 December 2023† (2022: 0.9%)
*1.05p* Total tax free dividends per share paid in the year to 31 December 2023 (2022: 2.30p)
*20.37p* Net asset value per share as at 31 December 2023 (2022: 20.95p)
^†This is considered an Alternative Performance Measure, see note 3 in the Strategic report for further explanation.
*Movements in net asset value*
*31 December 2023*
*pence per share* 31 December 2022
pence per share
Opening net asset value *20.95* 23.05
Capital return *0.26* 0.07
Revenue return *0.16* 0.09
Total return *0.42* 0.16
Dividends paid *(1.05)* (2.30)
Impact from share capital movements *0.05* 0.04
Net asset value *20.37* 20.95
*Total shareholder value per share*
Ordinary shares
(pence per share)
Total dividends paid to 31 December 2023 74.53
Net asset value as at 31 December 2023* 20.37
Total shareholder value per share as at 31 December 2023 94.90
*In the period from launch to 1 January 2011, there was a decrease in the net asset value of 83.40 pence per share. In the period from 1 January 2011 to 31 December 2023, the period that Albion Capital have been investment manager, there has been an increase in the net asset value of 3.77 pence per share.
The above financial summary is for the Company, Kings Arms Yard VCT PLC only. Details of the financial performance of the various Quester, SPARK and Kings Arms Yard VCT 2 PLC companies, which have been merged into the Company, can be found at www.albion.capital/funds/KAY under the ‘Financial summary for previous funds’ section.
*The Directors have declared a first dividend of 0.51 pence per share for the year ending 31 December 2024, which will be paid on 30 April 2024 to shareholders on the register on 12 April 2024.*
*Chairman’s statement*
*Introduction*
In the year to 31 December 2023, the Company delivered a positive total return of 0.42 pence per share, which equates to a 2.2% shareholder return. Despite facing a backdrop of macroeconomic and geopolitical uncertainty, which will likely persist in the short-term, the Board continues to be encouraged by the progress being made by many of the portfolio companies, supported by an increase in young companies looking for funding. We expect the continuing digitalisation strategies of corporate and healthcare customers to create attractive long-term investment opportunities, despite the current economic headwinds.
*Results and dividends *
As at 31 December 2023, the net asset value (“NAV”) was £105.5 million or 20.37 pence per share, compared to £104.0 million or 20.95 pence per share at 31 December 2022. The total return before taxation was £2.1 million compared to a return of £0.7 million for the previous year. Further details of the progress of a number of our portfolio companies are discussed later in this statement.
In line with the dividend policy targeting payment of around 5% of NAV per annum, the Company paid dividends of 1.05 pence per share during the year to 31 December 2023 (2022: 2.30 pence per share). The 2022 dividend included a special dividend of 1.14 pence per share.
The Board is pleased to have declared a first dividend for the financial year ending 31 December 2024 of 0.51 pence per share, being 2.5% of the prevailing NAV, to be paid on 30 April 2024 to shareholders on the register on 12 April 2024.
*Investment realisations*
The Company had a number of realisations in the year, with proceeds totalling £2.8 million, leading to realised gains of £0.6 million. The most notable exit in the year was the sale of Ophelos, generating £1.5 million in proceeds, and achieving a 2.1x return on cost.
Further details on the investment realisations during the year can be found in the table on page 29 of the full Annual Report and Financial Statements.
*Investment performance and progress*
In spite of the global uncertainties faced, many of our portfolio companies have performed well and this has contributed to the total uplift in value of £3.3 million to the Company’s investments for the year.
The top 3 investments by value in the portfolio, Quantexa, Proveca and Egress, which together account for 32.7% of net asset value, have performed well in the year, and their valuations have increased in the year to 31 December 2023. In the year, Quantexa raised an externally led $129 million Series E fundraising, which completed in April 2023, and continues to perform well (£6.1m uplift), whilst Egress and Proveca have shown strong growth contributing £1.1m and £0.8m uplifts respectively.
In contrast, certain portfolio companies have been adversely impacted by the difficult macroeconomic environment, including Black Swan Data (£1.1m write down), Threadneedle Software Holdings (T/A Solidatus) (£0.6m write down) and Brytlyt (£0.6m write down).
The Company has continued to be an active investor during the year with £6.5 million invested into portfolio companies, of which £2.1 million was invested across five new portfolio companies, all of which are expected to require further investment as the companies prove themselves and grow. The average age of the five new portfolio companies was 2.63 years, illustrating the Company’s focus on investing in earlier-stage businesses and building value over the longer term. The new investments during the year were:
· £0.8 million (Albion VCTs: £5.0 million) in OpenDialog AI, a provider of AI powered chatbots and virtual assistants;
· £0.5 million (Albion VCTs: £3.0 million) in Gridcog International, a SaaS platform which provides project modelling software to plan, track and optimise Distributed Energy Resources (DERs) across multiple sites and asset types integrated together;
· £0.4 million (Albion VCTs: £2.4 million) in Phasecraft, which develops new algorithms to make use of early quantum computers for materials science problems;
· £0.2 million (Albion VCTs: £1.0 million) in Kennek Solutions, a vertical end to end software for non-bank lenders that allows them to manage the full value chain of lending in a single platform; and
· £0.2 million (Albion VCTs: £1.0 million) in Mondra Global, a software platform to automate environmental product Lifecycle Assessments (LCA), allowing global retailers to measure, manage and importantly reduce carbon emissions of their products in their supply chains.
The Company also provided ongoing support to its portfolio in the year, in the form of follow-on funding, with £4.4 million invested across thirteen existing portfolio companies. This included a total of £1.3 million in Proveca, £0.7 million in Gravitee TopCo (T/A Gravitee.io) and £0.6 million in Panaseer.
A full list of the Company's investments and disposals, including their movements in value for the year, can be found in the Portfolio of investments on pages 27 to 29 of the full Annual Report and Financial Statements.
*Updated NAV announcement after the year end*
On 12 March 2024, a NAV update was announced with a 0.71 pence per share uplift, representing a 1.0% increase on the 31 December 2023 NAV. This uplift is a result of terms being agreed for the sale of a company within the portfolio, however there is no certainty that this deal will complete.
*Risks and uncertainties*
The Company faces significant risks, including higher interest rates, high levels of inflation and the ongoing impact of geopolitical tensions. This complex backdrop is factored into how the Company is managed, including how it manages its cash.
Our investment portfolio, while concentrated mainly in the technology and healthcare sectors, remains diversified in terms of both sub-sector and stage of maturity. The Manager is continually assessing the exposure to these risks for each portfolio company and appropriate actions, where possible, are being implemented. This includes the potential provision of further financial support to portfolio companies where necessary.
A detailed analysis of the principal risks and uncertainties facing the business is shown in the Strategic report below.
*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. The Board’s policy is 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% discount to net asset value, so far as market conditions and liquidity permit. Details of shares bought back during the year can be found in note 14.
*Board continuity*
Simon Thorpe was appointed to the Board on 1 September 2023, and brings a wealth of knowledge and experience to the Board. Simon is a qualified Chartered Accountant and former chairman and director of Cambridge Angels with extensive experience of analysing and investing in early-stage public and private companies in the technology and technology enabled healthcare sectors.
After being appointed to the Board and serving as chairman of the Audit and Risk Committee since 2011, Thomas Chambers will be retiring from the Board at the forthcoming Annual General Meeting on 4 June 2024. I would like to take this opportunity to wish him well for the future, and express my thanks on behalf of the Board and shareholders for his significant contribution during his tenure. Simon Thorpe will succeed him as chairman of the Audit and Risk Committee.
More information on the re-election and election of the Directors can be found on page 49 of the full Annual Report and Financial Statements.
*Albion VCTs Prospectus Top Up Offer*
On 16 March 2023, the Board announced the closure of the 2022/23 Top Up Offer having reached its £12.5 million limit.
Your Board, in conjunction with the Boards of four other VCTs managed by Albion Capital Group LLP, published a Prospectus Top Up Offer of new Ordinary shares on 15 December 2023. The Offer launched on 2 January 2024 and the Company announced it had reached its £10.5 million limit on 19 March 2024.
The funds raised by the Company pursuant to the Offer will be added to the cash resources available for investment, putting the Company into a position to take advantage of investment opportunities over the next two to three years.
*Annual General Meeting (“AGM”)*
The AGM will be held virtually at noon on 4 June 2024 via the Lumi platform. Information on how to participate in the live webcast can be found on the Manager’s website www.albion.capital/vct-hub/agms-events.
The Board welcome questions from shareholders at the AGM and shareholders will be able to ask questions using the Lumi platform during the AGM. Alternatively, shareholders can email their questions to KAYchair@albion.capital prior to the Meeting.
Further details on the format and business to be conducted at the AGM can be found in the Directors’ report on pages 50 and 51 and in the Notice of the Meeting on pages 92 to 95 of the full Annual Report and Financial Statements.
Due to the success and ongoing participation of shareholders at the Albion Shareholders Seminar, there will be another opportunity to meet again at this years event, details of which will be available in due course at www.albion.capital/vct-hub/agms-events.
*Audit tender process*
Following a formal and rigorous audit tender process, and with the outgoing auditors approaching the maximum period a firm can act as auditor, Johnston Carmichael LLP (“Johnston Carmichael”) was appointed as the new Auditor of the Company in October 2023. Johnston Carmichael has conducted the audit of the Annual Report and Financial Statements for the year ended 31 December 2023. Shareholders will be asked to confirm the appointment of Johnston Carmichael at the forthcoming Annual General Meeting.
The Board would like to thank BDO for their diligent service over the last 9 years.
Further details on the tender process can be found in the Statement of corporate governance on page 56 of the full Annual Report and Financial Statements.
*Change of name*
In order to closer align with the identity of the other VCTs managed by Albion Capital Group LLP, the Board is pleased to announce a change in the Company’s name to Albion KAY VCT PLC, which is expected to take place later this year.
*Outlook and prospects*
The Board is pleased with the positive return for the year, which highlights the resilience of the Company’s portfolio in a challenging climate and supports our emphasis on structural growth trends within the technology and healthcare sectors. We continue to minimise exposure to discretionary consumer expenditure, which should strengthen the Company's resilience during uncertain economic times. The Manager’s ability to deploy cash into promising new companies has also been encouraging, with five new investments completed during the year.
There are numerous economic and geopolitical challenges that still lie ahead for our portfolio companies; however, we have confidence in the prospects for the Company’s portfolio and its ability to deliver growth in shareholder value in the medium to long term.
*Fiona Wollocombe*
Chairman
19 April 2024
*Strategic report*
The Company is a Venture Capital Trust and its investment policy can be found above.
*Business model*
The Company operates as a Venture Capital Trust. This means that the Company has no employees and has outsourced the management of all its operations to Albion Capital Group LLP, including secretarial and administrative services. Further details of the Management agreement can be found below.
*Current portfolio sector allocation*
The pie charts at the end of this announcement show the split of the portfolio valuation as at 31 December 2023 by: sector; stage of investment; and number of employees. This is a useful way of assessing how the Company and its portfolio is diversified across sector, portfolio companies’ maturity measured by revenues and their size measured by the number of people employed. Details of the principal investments made by the Company are shown in the Portfolio of investments on pages 27 and 28 of the full Annual Report and Financial Statements.
*Direction of portfolio*
The analysis of the Company’s investment portfolio shows that it is well diversified and evenly spread across the FinTech, healthcare (including digital healthcare), software and technology and renewable energy sectors.
The cash currently sits at 19% of NAV which the Company will use to support those portfolio companies that require it, as well as to capitalise on any new investment opportunities that arise. The Manager has a deep sector knowledge in healthcare (including digital healthcare), FinTech and enterprise software, and these funds will be invested predominantly into higher growth technology companies within these sectors. In addition, as an extension to the breadth of the Company’s technology investing, it intends to make a number of DeepTech investments over the forthcoming years.
*Results and dividends*
*£'000*
Net capital return for the year ended 31 December 2023 1,321
Net revenue return for the year ended 31 December 2023 815
*Total return for the year ended 31 December 2023* *2,136*
First dividend of 0.52 pence per share paid on 28 April 2023 (2,743)
Second dividend of 0.53 pence per share paid on 31 October 2023 (2,767)
Unclaimed dividends 8
*Transferred from reserves* *(3,366)*
Net assets as at 31 December 2023 105,490
*Net asset value per share as at 31 December 2023 * *20.37p*
The Company paid dividends of 1.05 pence per share during the year ended 31 December 2023 (2022: 2.30 pence per share, which included a special dividend of 1.14 pence per share). The Board has a variable dividend policy which targets an annual dividend yield of around 5% on the prevailing net asset value. As a result, the Board has declared a first dividend of 0.51 pence per share (2023: 0.52 pence per share) for the year ending 31 December 2024, which will be paid on 30 April 2024 to shareholders on the register on 12 April 2024.
As shown in the Income statement, investment income has increased to £1,498,000 (2022: £1,079,000) due mainly to bank interest increasing to £376,000 (2022: £68,000) and income from fixed term funds increasing to £254,000 (2022: £59,000), both as a result of rising interest rates. This increase was partially offset by dividend income falling to £115,000 (2022: £125,000) and loan stock interest decreasing to £753,000 (2022: £827,000). The gain on investments for the year was £3,306,000 (2022: £2,237,000). The key drivers of this gain are detailed in the Portfolio of investments section on pages 27 to 29 of the full Annual Report and Financial Statements.
The total return for the year was £2,136,000 (2022: £726,000), equating to a return of 0.42 pence per share (2022: 0.16 pence per share).
The Balance sheet shows that the net asset value has decreased over the last year to 20.37 pence per share (2022: 20.95 pence per share).
There has been a net cash outflow of £5,983,000 for the year (2022: outflow of £7,666,000), mainly resulting from a high number of investments into new and existing portfolio companies, though lower than in the prior year, and dividends paid during the year. These outflows were offset by the issue of Ordinary shares under the Albion VCTs Top Up Offers 2022/23 and proceeds received from exits in the year.
Cash in bank and at hand at the year end decreased to £20.2 million (2022: £26.2 million), representing 19% (2022: 25%) of net asset value.
*Review of business and future changes*
A review of the Company’s business during the year is set out in the Chairman’s statement.
There is a continuing focus on growing the healthcare (including digital healthcare), FinTech and software and other technology sectors. The majority of these investment returns are delivered through equity and capital gains and will be the key driver of success for the Company. Investment income, which is received primarily from our renewable energy investments, is expected to remain steady over the coming years.
Details of significant events which have occurred since the end of the financial year are listed in note 18. Details of transactions with the Manager are shown in note 4.
*Future prospects *
The Company’s financial results for the year demonstrate that the portfolio remains well balanced across sectors and risk classes, and is largely weathering the impacts of the ongoing global issues caused as a result of high levels of interest rates and inflation, due in part to the geopolitical tensions, however the full effects of these issues will continue to be felt in years to come. Although there remains much uncertainty, the Board considers that the current portfolio has the potential to deliver long term growth, whilst maintaining a predictable stream of dividend payments to shareholders. Further details on the Company’s outlook and prospects can be found in the Chairman’s statement.
*Key Performance Indicators (“KPIs”) and Alternative Performance Measures (“APMs”)*
The Directors believe that the following KPIs and APMs, which are typical for Venture Capital Trusts, used in their own assessment of the Company, will provide shareholders with sufficient information to assess how effectively the Company is applying its investment policy to meet its objectives. The Directors are satisfied that the results shown in the following KPIs and APMs give a good indication that the Company is achieving its investment objective and policy.
1. Total shareholder return relative to FTSE All-Share Index total return
The graph on page 8 of the full Annual Report and Financial Statements shows the Company’s total shareholder return relative to the FTSE All-Share Index total return, with dividends reinvested, since 1 January 2014. The FTSE All-Share index is considered a reasonable benchmark as the Company is classed as a generalist UK VCT investor, and this index includes over 600 companies listed in the UK, including small-cap, covering a range of sectors. Details on the performance of the net asset value and return per share for the year are shown in the Chairman’s statement.
2. Net asset value per share (APM) and cumulative dividends
The graph on page 16 of the full Annual Report and Financial Statements illustrates the movement in net asset value per share and cumulative dividends paid for the period 1 January 2014 to 31 December 2023.
3. Shareholder value (APM) and Shareholder return† (APM)
Total shareholder value since inception (being the NAV plus dividends paid) increased by 0.47 pence per share (2.2% on opening NAV) to 94.90 pence per share for the year ended 31 December 2023.
*2014* *2015* *2016* *2017* *2018* *2019* *2020* *2021* *2022* *2023*
(0.7%) 9.3% 11.4% 5.6% 11.0% 1.9% 4.2% 16.3% 0.9% 2.2%
†Methodology: Calculated as the movement in total shareholder value for the year divided by the opening net asset value.
The table above shows that total shareholder value has increased in 9 out of the last 10 years, with an average return of 6.2% per annum.
4. Dividend distributions
Dividends paid in respect of the year ended 31 December 2023 were 1.05 pence per share (2022: 2.30 pence per share). The cumulative dividend paid since inception is 74.53 pence per share.
5. Ongoing charges (APM)
The ongoing charges ratio for the year to 31 December 2023 was 2.43% (2022: 2.43%). The ongoing charges ratio has been calculated using The Association of Investment Companies (“AIC”) recommended methodology. This figure shows shareholders the total recurring annual operational expenses (including investment management fees charged to capital reserve) as a percentage of the average net assets attributable to shareholders. The ongoing charges are subject to an annual cap of 3.00%. The Directors expect the ongoing charges ratio for the year ahead to be approximately 2.45%.
6. VCT compliance*
The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC. In order to maintain its status under Venture Capital Trust legislation, a VCT must comply on a continuing basis with the provisions of Section 274 of the Income Tax Act 2007, details of which are provided in the Directors’ report on pages 46 and 47 of the full Annual Report and Financial Statements.
The relevant tests to measure compliance have been carried out and independently reviewed for the year ended 31 December 2023. These showed that the Company has complied with all tests and continues to do so.
*VCT compliance is not a numerical measure of performance and thus cannot be defined as an APM.
*Gearing *
As defined by the Articles of Association, the Company’s maximum exposure in relation to gearing is restricted to its adjusted share capital and reserves. The Directors do not currently have any intention to utilise gearing for the Company.
*Operational arrangements*
The Company has delegated the investment management of the portfolio to Albion Capital Group LLP, which is authorised and regulated by the Financial Conduct Authority. Albion Capital Group LLP also provides company secretarial and other accounting and administrative support to the Company.
*Management agreement*
Under the Investment Management Agreement, Albion Capital Group LLP provides investment management, company secretarial and administrative services to the Company. Albion Capital Group LLP is entitled to an annual management fee of 2% of net asset value of the Company, payable quarterly in arrears, along with an annual administration fee of £50,000.
The aggregate payable for management and administration (normal running costs) are subject to an aggregate annual cap of 3% of the year end closing net asset value, for accounting periods commencing after 31 December 2011.
The Investment Management Agreement can be terminated by either party on 12 months’ notice and is subject to earlier termination in the event of certain breaches or on the insolvency of either party.
The Manager is also entitled to an arrangement fee on investment, payable by each portfolio company, of approximately 2% of each investment made and monitoring fees where the Manager has a representative on the portfolio company’s board. Further details of the Manager’s fee can be found in note 4.
*Performance incentive fee*
As an incentive to maximise the return to investors, the Manager would receive an incentive fee in the event that the returns exceed minimum target levels.
The performance hurdle is equal to the greater of the starting NAV of 20 pence per share, increased by the increase in RPI plus 2% per annum from the start date of 1 January 2014 (calculated on a simple and not compound basis) and the highest total return for any earlier period after the start date (the ‘high watermark’). An annual fee (in respect of each share in issue carrying voting rights on the last day of the financial period) of an amount equal to 15% of any excess of the total return (this being NAV per share plus dividends paid after the start date) as at the end of the relevant accounting period over the performance hurdle will be due to the Manager.
For the year ended 31 December 2023, the total return of the Company since 1 January 2014 (the performance incentive fee start date) was 33.57 pence per share, compared to a performance hurdle rate of 37.42 pence per share, resulting in a shortfall of 3.85 pence per share. As a result, no performance incentive fee is payable to the Manager (2022: £nil).
*Evaluation of the Manager*
The Board has evaluated the performance of the Manager based on:
• the returns generated by the Company;
• the continuing achievement of the HMRC tests for VCT status;
• the long term prospects of the current portfolio of investments;
• the management of treasury, including use of buy-backs and participation in fund raising; and
• benchmarking the performance of the Manager to other service providers including the performance of other VCTs that
the Manager is responsible for managing.
The Board believes that it is in the interests of shareholders as a whole, and of the Company, to continue the appointment of the Manager for the forthcoming year.
*Alternative Investment Fund Managers Directive (“AIFMD”)*
The Board appointed the Manager as the Company’s AIFM in 2014 as required by the AIFMD. The Manager is a full-scope Alternative Investment Fund Manager under the AIFMD. Ocorian Depositary (UK) Limited is the appointed Depositary and oversees the custody and cash arrangements and provides other AIFMD duties with respect to the Company.
*Consumer Duty*
Consumer Duty came into effect from 31 July 2023. These rules set a higher standard of consumer protection in financial services. The Manager as AIFM is within scope of the FCA’s Consumer Duty, but the Company itself is not.
The Manager is a manufacturer of the Company’s shares as it is a firm that has some influence over design and distribution of the Company’s share product. The Manager’s latest assessment of value for the Company’s shares was completed in December 2023. The value assessment concluded that the Company provides fair value for shareholders. Where the Manager’s product review concludes that changes may help deliver better outcomes for consumers, it will recommend these changes to the Board.
*Companies Act 2006 Section 172 Reporting *
Under Section 172 of the Companies Act 2006, the Board has a duty to promote the success of the Company for the benefit of its members as a whole in both the long and short term, having regard to the interests of other stakeholders in the Company, such as suppliers, and to do so with an understanding of the impact on the community and environment and with high standards of business conduct, which includes acting fairly between members of the Company.
The Board is very conscious of these wider responsibilities in the ways it promotes the Company’s culture and ensures, as part of its regular oversight, that the integrity of the Company’s affairs is foremost in the way the activities are managed and promoted. This includes regular engagement with the wider stakeholders of the Company and being alert to issues that might damage the Company’s standing in the way that it operates. The Board works very closely with the Manager in reviewing how stakeholder issues are handled, ensuring good governance and responsibility in managing the Company’s affairs, as well as visibility and openness in how the affairs are conducted.
The Company is an externally managed investment company with no employees, and as such has nothing to report in relation to employee engagement but does keep close attention to how the Board operates as a cohesive and competent unit. The Company also has no customers in the traditional sense and, therefore, there is also nothing to report in relation to relationships with customers.
The table that follows sets out the stakeholders the Board considers most relevant, details how the Board has engaged with these key stakeholders and the effect of these considerations on the Company’s decisions and strategies during the year.
*Engagement with Stakeholder* *Outcomes and decisions based on engagement*
Shareholders
The key methods of engaging with Shareholders are as follows:
· Annual General Meeting (“AGM”).
· Shareholders’ seminar.
· Annual report and Financial Statements, Half-yearly financial report, and Interim management statements.
· RNS announcements for all key decisions including appointment of a new Director, and the publication of a Prospectus.
· Albion Capital website, social media pages, as well as publishing Albion News shareholder magazine.
· Shareholders’ views are important and the Board encourages Shareholders to exercise their right to vote on the resolutions at the AGM. The Company’s AGM is typically used as an opportunity to communicate with investors, including through a presentation made by the investment management team. The use of the Lumi platform enabled engagement with a wider audience of shareholders from across the country, and gave shareholders the opportunity to ask questions and vote during the virtual AGM last year.
· Shareholders are also encouraged to attend the in person annual Shareholders’ Seminar. This year’s event took place on 15 November 2023 at the Royal College of Surgeons. The seminar included Proveca and OutThink sharing insights into their businesses and also a Q&A from Albion executives on some of the key factors affecting the investment outlook, as well as a review of the past year and the plans for the year ahead. Representatives of the Board attend the seminar. The Board considers this an important interactive event, and expects to continue to run this in 2024.
· The Board recognises the importance to Shareholders of maintaining a share buy-back policy, in order to provide market liquidity, and considered this when establishing the current policy. The Board closely monitors the discount to the net asset value to ensure this is in the region of 5%.
· The Board seeks to create value for Shareholders by generating strong and sustainable returns to provide shareholders with regular dividends and the prospect of capital growth. The Board takes this into consideration when making the decision to pay dividends to Shareholders. The variable dividend policy has resulted in a total of 1.05 pence of dividends paid during the year, which was 5.0% of the opening net asset value.
· During the year, the Board made the decision to participate in the Albion Prospectus Top Up Offer, to raise more funds for deployment into new and existing portfolio companies. The Prospectus was published on 15 December 2023 and the Offer launched to applications on 2 January 2024. The Board carefully considered whether further funds were required, whether the VCT tests would continue to be met, and whether it would be in the interest of Shareholders, before agreeing to publish the Prospectus. On allotment, an issue price formula based on the prevailing net asset value is used to ensure there is no dilution to existing Shareholders.
· Cash management and liquidity of the Company are key quarterly discussions amongst the Board, with focus on deployment of cash for future investments, dividends and share buy-backs.
· Shareholders can contact the Chairman using the email KAYchair@albion.capital.
Manager
The performance of Albion Capital Group LLP is essential to the long term success of the Company, including achieving the investment policy and generating returns to shareholders, as well as the impact the Company has on Environment, Social and Governance practice. · The Manager meets with the Board at least quarterly to discuss the performance of the Company, and is in regular contact in between these meetings, e.g. to share investment papers for new and follow-on investments. All strategic decisions are discussed in detail and minuted, with an open dialogue between the Board and the Manager.
· The performance of the Manager in managing the portfolio and in providing company secretarial, administration and accounting services is reviewed in detail each year, which includes reviewing comparator engagement terms and portfolio performance. Further details on the evaluation of the Manager, and the decision to continue the appointment of the Manager for the forthcoming year, can be found in this report.
· Details of the Manager’s responsibilities can be found in the Statement of corporate governance on page 54 of the full Annual Report and Financial Statements.
Suppliers
The key suppliers with regular engagement from the Manager are:
· Auditor
· Corporate broker
· Depositary
· Lawyer
· Registrar
· VCT taxation adviser
· The Manager is in regular contact with the suppliers and the contractual arrangements with all the principal suppliers to the Company are reviewed regularly and formally once a year, alongside the performance of the suppliers in acquitting their responsibilities.
· The Board reviews the performance of the providers annually in line with the Manager, and was satisfied with their performance.
· As outlined in the Chairman’s statement, following a formal and rigorous audit tender process, the Company was pleased to announce the appointment of Johnston Carmichael LLP as the Company’s Auditor.
Portfolio companies
The portfolio companies are considered key stakeholders, not least because they are principal drivers of value for the Company. However, as discussed in the Environmental, Social and Governance (“ESG”) report on pages 41 to 44 of the full Annual Report and Financial Statements, the portfolio companies’ impact on their stakeholders is also important to the Company. · The Board aims to have a diversified portfolio in terms of sector and stage of investment. Further details of this can be found in the pie charts at the end of this announcement.
· In most cases, an Albion executive has a place on the board of a portfolio company, in order to help with both business operation decisions, as well as good ESG practices.
· The Manager provides access to deep expertise on growth strategy alignment, leadership team hiring, organisational scaling and founder leader development.
· The Manager ensures good dialogue with portfolio companies, and often puts on events in order to help portfolio companies benefit from the Albion network.
Community and environment
The Company, with no employees, has no effect itself on the community and environment. However, as discussed above, the portfolio companies’ ESG impact is extremely important to the Board. · The Board receives reports on ESG factors within its portfolio from the Manager as it is a signatory of the United Nations Principles for Responsible Investment (“UN PRI”). Further details of this are set out in the ESG report on pages 41 to 44 of the full Annual Report and Financial Statements. ESG, without its specific definition, has always been at the heart of the responsible investing that the Company engages in and in how the Company conducts itself with all of its stakeholders.
*Social and community issues, employees and human rights*
The Board recognises the requirement under section 414C of the Companies Act 2006 (the “Act”) to detail information about social and community issues, employees and human rights; including any policies it has in relation to these matters and effectiveness of these policies. As an externally managed investment company with no employees, the Company has no formal policies in these matters, however, it is at the core of its responsible investment strategy as detailed above.
*General Data Protection Regulation *
The General Data Protection Regulation (“GDPR”) has the objective of unifying data privacy requirements across the European Union. GDPR forms part of the UK law after Brexit, now known as UK GDPR. The Manager continues to take action to ensure that the Manager and the Company are compliant with the regulation.
*Further policies*
The Company has adopted a number of further policies relating to:
● Environment
● Global greenhouse gas emissions
● Anti-bribery
● Anti-facilitation of tax evasion
● Diversity
and these are set out in the Directors’ report on pages 47 and 48 of the full Annual Report and Financial Statements.
*Risk management*
The Board carries out a regular review of the risk environment in which the Company operates, together with changes to the environment and individual risks. The Board also identifies emerging risks which might impact on the Company. In the year ended 31 December 2023, the most noticeable risks have been the emergence of rising interest rates and inflation, caused in part as a result of the geopolitical tensions, and rising volatility in world markets. The full impacts of these risks are likely to continue to be uncertain for some time.
The Board has carried out a robust assessment of the Company’s principal risks, emerging risks and uncertainties, and seeks to mitigate these risks through regular reviews of performance and monitoring progress and compliance. The Board applies the principles detailed in the Financial Reporting Council’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting, in the mitigation and management of these risks. More information on specific mitigation measures for the principal risks, emerging risks and uncertainties are explained in the following table.
*Possible consequence * *Risk assessment during the year* *Risk management*
*Principal Risks*
Risk: Investment, performance, technology, and valuation risk
The risk of investment in poor quality businesses, which could reduce the 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.
Technology related risks are also likely to be greater in early, rather than later, stage technology investments, including the risks of the technology not becoming generally accepted by the market or the obsolescence of the technology concerned, often due to greater financial resources being available to competing companies.
The Company’s investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported. No change during the year, but remains high due to the economic and geopolitical issues as referred to in the Chairman’s statement. 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 for all investments, and at least one external investment professional for investments greater than £1 million in aggregate across all the Albion managed VCTs. 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 review the deployment of investments and cash resources available to the Company in assessing liquidity required for servicing the Company’s buy-backs, dividend payments and operational expenses. The decision to issue a Prospectus for the 2023/24 Top Up was due to careful analysis of these factors.
The unquoted investments held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines updated in 2022. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. The valuation takes into account all known or knowable material facts at the date of valuation.
Risk: 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. No change in the year. 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 new portfolio company is also pre-cleared with our professional advisers or H.M. Revenue & Customs. The Company monitors closely the extent of qualifying holdings and addresses this as required.
Risk: Regulatory and compliance risk
The Company is listed on The London Stock Exchange and is required to comply with the rules of the Financial Conduct 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.
No change in the year. 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 from its auditor, lawyers and other professional bodies. The Company is subject to compliance checks through the Manager’s compliance officer, and any issues arising from compliance or regulation are reported to its own board every two months. 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.
The Government has announced its intention to extend the VCT sunset clause to 2035. This will help to enable the Company to continue supporting its portfolio of high growth companies.
Risk: 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. No change in the year. The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year. The Board receives reports from the Manager on its internal controls and risk management.
The Audit and Risk Committee reviews the Internal Audit Reports prepared by the Manager’s internal auditors, Azets and has access to their internal audit partner to whom it can 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, as mentioned below.
Ocorian Depositary (UK) Limited is the Company’s Depositary, appointed to oversee the custody and cash arrangements and provide other AIFMD duties. The Board reviews the quarterly reports prepared by Ocorian Depositary (UK) Limited to ensure that the Manager is adhering to its policies and procedures as required by the AIFMD.
In addition, the Board annually 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 objective and policy. The Manager and other service providers have also demonstrated to the Board that there is no undue reliance placed upon any one individual.
Risk: Cyber and data security risk
A cyber-attack on one of the Company's third party suppliers could result in the security of, potentially sensitive, data being compromised, leading to financial loss, disruption or damage to the reputation of the Company. No change in the year. The Manager outsources some of its IT services, including hardware and software procurement, server management, backup provision and day-to-day support through an outsourcing arrangement with an IT consultant. In house IT support is also provided.
In addition, the Manager also has a business continuity plan which includes off-site storage of records and remote access provisions. This is revised and tested annually and is also subject to Compliance, Group Risk and Internal Audit reporting. Penetration tests are also carried out to ensure that IT systems are not susceptible to any cyber-attacks.
The Manager’s Internal Auditor performs reviews on IT general controls and data confidentiality and makes recommendations where necessary. The 2023 internal audit focused specifically on IT systems.
Risk: Economic, political and social 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. This also includes risks of social upheaval, including from infection and population re-distribution, as well as economic risk challenges as a result of healthcare pandemics/infection. Increased in the year, due to the continued high levels of inflation and interest rates and new areas of geopolitical tensions. The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests in a mixture of instruments in portfolio companies and has a policy of minimising 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.
In common with most commercial operations, exogenous risks over which the Company has no control are always a risk and the Company does what it can to address these risks where possible, not least as the nature of the investments the Company makes are long term.
The Board and Manager are continuously assessing the resilience of the portfolio, the Company and its operations and the robustness of the Company’s external agents, as well as considering longer term impacts on how the Company might be positioned in how it invests and operates. Ensuring liquidity in the portfolio to cope with exigent and unexpected pressures on the finances of the portfolio and the Company is an important part of the risk mitigation in these uncertain times. The portfolio is structured as an all-weather portfolio with c.65 companies which are diversified as discussed above. Exposure is relatively small to at-risk sectors that include leisure, hospitality, retail and travel.
Risk: Liquidity risk
The Company may not have sufficient cash available to meet its financial obligations. The Company’s portfolio is primarily in smaller unquoted companies, which are inherently illiquid as there is no readily available market, and thus it may be difficult to realise their fair value at short notice. No change in the year. To reduce this risk, the Board reviews the Company’s three year cash flow forecasts on a quarterly basis. These include potential investment realisations (which are closely monitored by the Manager), Top Up Offers, dividend payments and operational expenditure. This ensures that there are sufficient cash resources available for the Company’s liabilities as they fall due.
*Emerging Risks*
Risk: Environmental, social and governance (“ESG”) risk
An insufficient ESG policy could lead to an increased negative impact on the environment, including the Company’s carbon footprint. Non-compliance with reporting requirements could lead to a fall in demand from investors, reputational damage and penalties. Climate risks could also negatively impact on the value of portfolio investments. No change in the year. The Manager is a signatory of the UN PRI and the Board is kept appraised of the evolving ESG policies at quarterly Board meetings. Full details of the specific procedures and risk mitigation can be found in the ESG report on pages 41 to 44 of the full Annual Report and Financial Statements. These procedures ensure that this increased risk continues to be mitigated where possible.
Whilst the Company itself has limited impact on climate change, due to no employees nor greenhouse gas emissions, the Board works closely with the Manager to ensure the Manager themselves are working towards reducing their impact on the environment, and that the Manager takes account of ESG factors, including climate change, when making new investment decisions. With specific respect to the Company, a key operation is increasing the use of electronic communications with Shareholders, where that preference has been specified.
*Viability statement*
In accordance with the FRC UK Corporate Governance Code published in 2018 and provision 36 of the AIC Code of Corporate Governance, the Directors have assessed the prospects of the Company over three years to 31 December 2026. The Directors believe that three years is a reasonable period in which they can assess the ability of the Company to continue to operate and meet its liabilities as they fall due. This is the period used by the Board as part of its strategic planning process, which includes: the estimated timelines for finding, assessing and completing investments; the potential impact of any new regulations; and the availability of cash.
The Board has carried out a robust assessment of the principal and emerging risks facing the Company, including those that could threaten its business model, future performance, solvency or liquidity, and focused on the major factors which affect the economic, regulatory and political environment. The Board carefully assessed, and were satisfied with, the risk management processes in place to avoid or reduce the impact of these risks. The Board has carried out robust stress testing of cashflows which included; factoring in higher levels of inflation when budgeting for future expenses, only including proceeds from investment disposals where there is a high probability of completion, whilst also assessing the resilience of investee companies given the current decline in the global economy, including the requirement for any future financial support.
The Board has additionally considered the ability of the Company to comply with the ongoing conditions to ensure it maintains its VCT qualifying status under its current investment policy. As a result of the Board’s quarterly valuation reviews, it has concluded that the portfolio is well balanced and geared towards delivering long term growth and strong returns to shareholders.
The Board has concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to 31 December 2026. The Board is mindful of the ongoing risks and will continue to ensure that appropriate safeguards are in place, in addition to monitoring the quarterly cashflow forecasts to ensure the Company has sufficient liquidity.
*Companies Act 2006*
This Strategic report of the Company for the year ended 31 December 2023 has been prepared in accordance with the requirements of section 414A of the Companies Act 2006 (the “Act”). The purpose of this report is to provide Shareholders with sufficient information to enable them to assess the extent to which the Directors have performed their duty to promote the success of the Company in accordance with Section 172 of the Act.
For and on behalf of the Board
*Fiona Wollocombe*
Chairman
19 April 2024
*Responsibility statement*
In preparing these Financial Statements for the year to 31 December 2023, the Directors of the Company, being Fiona Wollocombe, Thomas Chambers, Swarupa Pathakji and Simon Thorpe, confirm to the best of their knowledge:
· summary financial information contained in this announcement and the full Annual Report and Financial Statements for the year ended 31 December 2023 for the Company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
· the Chairman’s statement and Strategic report include 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 it faces.
We consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy.
A detailed “Statement of Directors’ responsibilities” is contained on page 52 of the full Annual Report and Financial Statements.
For and on behalf of the Board
*Fiona Wollocombe*
Chairman
19 April 2024
*Income statement*
*Year ended 31 December 2023* Year ended 31 December 2022 *Revenue* *Capital* *Total* Revenue Capital Total *Note* *£’000* *£’000* *£’000* £’000 £’000 £’000
Gains on investments 2 *-* *3,306* *3,306* - 2,237 2,237
Investment income 3 *1,498* *-* *1,498* 1,079 - 1,079
Investment Manager’s fees 4 *(219)* *(1,985)* *(2,204)* (214) (1,923) (2,137)
Other expenses 5 *(464)* *-* *(464)* (453) - (453)
*Profit on ordinary activities before tax* *815* *1,321* *2,136* 412 314 726
Tax on ordinary activities 7 *-* *-* *-* - - -
*Profit and total comprehensive income attributable to shareholders* *815* *1,321* *2,136* 412 314 726
*Basic and diluted return per share (pence)** 9 *0.16* *0.26* *0.42* 0.09 0.07 0.16
*adjusted for treasury shares
The accompanying notes form an integral part of these Financial Statements.
The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared under guidance published by The Association of Investment Companies.
All gains and losses are recognised in the Income statement and all items in the above statement are derived from continuing operations.
*Balance sheet*
*31 December 2023* 31 December 2022 *Note* *£’000* £’000
*Fixed assets investments* 10 *84,105* 76,706
*Current assets*
Trade and other receivables 12 *1,884* 1,773
Cash in bank and at hand *20,196* 26,179 *22,080* 27,952
*Payables: amounts falling due within one year*
Trade and other payables 13 *(695)* (659)
*Net current assets* *21,385* 27,293
*Total assets less current liabilities* *105,490* 103,999
*Equity attributable to equity holders*
Called-up share capital 14 *6,057* 5,757
Share premium *21,388* 13,888
Capital redemption reserve *64* -
Unrealised capital reserve *31,363* 27,634
Realised capital reserve *4,267* 6,675
Other distributable reserve *42,351* 50,045
*Total equity shareholders’ funds* *105,490* 103,999
*Basic and diluted net asset value per share (pence)** 15 *20.37* 20.95
*excluding treasury shares
The accompanying notes form an integral part of these Financial Statements.
The Financial Statements were approved by the Board of Directors and authorised for issue on 19 April 2024 and were signed on its behalf by:
*Fiona Wollocombe*
Chairman
*Company number: 03139019*
*Statement of changes in equity*
*Called-up share capital* *Share premium *
*Capital redemption reserve* *Unrealised capital reserve* *Realised capital reserve** *Other distributable reserve** *Total* *£’000* *£’000* *£’000* *£’000* *£’000* *£’000* *£’000*
*At 1 January 2023* *5,757* *13,888* *-* *27,634* *6,675* *50,045* *103,999*
Profit/(loss) and total comprehensive income for the period *-* *-* *-* *2,441* *(1,120)* *815* *2,136*
Transfer of previously unrealised losses on disposal of investments *-* *-* *-* *1,288* *(1,288)* *-* *-*
Purchase of own shares for treasury *-* *-* *-* *-* *-* *(1,751)* *(1,751)*
Purchase of own shares for cancellation *(64)* *-* *64* *-* *-* *(1,256)* *(1,256)*
Issue of equity *364* *7,720* *-* *-* *-* *-* *8,084*
Cost of issue of equity *-* *(220)* *-* *-* *-* *-* *(220)*
Dividends paid *-* *-* *-* *-* *-* *(5,502)* *(5,502)*
*At 31 December 2023* *6,057* *21,388* *64* *31,363* *4,267* *42,351* *105,490*
At 1 January 2022 5,103 60,854 11 29,199 4,796 1,868 101,831
(Loss)/profit and total comprehensive income for the period - - - (1,269) 1,583 412 726
Transfer of previously unrealised gains on disposal of investments - - - (296) 296 - -
Purchase of own shares for treasury - - - - - (2,254) (2,254)
Issue of equity 654 14,247 - - - - 14,901
Cost of issue of equity - (359) - - - - (359)
Dividends paid - - - - - (10,846) (10,846)
Cancellation of share premium and capital redemption reserve - (60,854) (11) - - 60,865 -
At 31 December 2022 5,757 13,888 - 27,634 6,675 50,045 103,999
*These reserves include an amount of £17,164,000 (2022: £22,036,000) which is considered distributable. Over the next two years an additional £25,029,000 will become distributable. This is due to the HMRC requirement that the Company cannot use capital raised in the past three years to make a payment or distribution to shareholders. On 1 January 2024, £9,656,000 became distributable in line with this.
The accompanying notes form an integral part of these Financial Statements.
The nature of each reserve is described in note 1 below.
*Statement of cash flows*
*Year ended*
*31 December 2023* Year ended
31 December 2022 *£’000* £’000
*Cash flow from operating activities*
Investment income received *798* 725
Deposit interest received *376* 68
Income from fixed term funds received *254* 59
Dividend income received *115* 125
Investment Manager’s fees paid *(2,177)* (3,166)
Other cash payments *(458)* (448)
U