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REG - Amati AIM VCT PLC - Annual Financial Report

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RNS Number : 3549K  Amati AIM VCT PLC  12 April 2024

Amati AIM VCT plc (the "Company")

 

Legal Entity Identifier: 213800HAEDBBK9RWCD25

 

Annual Report & Financial Statements

For the year ended 31 January 2024

 

The Directors are pleased to present the Annual Financial Results of the
Company for the year ended 31 January 2024.

 

The information set out below does not constitute the
Company's full statutory accounts for the year ended 31 January 2024 in
terms of Section 434 of the Companies Act 2006 but is derived from those
accounts. Statutory accounts for the year ended 31 January 2024 will be posted
to Shareholders and delivered to the Registrar of Companies, in due course.
The Auditors have reported on those accounts; their report was (i)
unqualified, (ii) did not include a reference to any matters to which the
Auditors drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under Section 498 (2) or (3) of the
Companies Act 2006. The text of the Auditors' report can be found in the
Company's full Annual Report and Accounts. Audited statutory accounts for the
year to 31 January 2023, which were unqualified, have been lodged with the
Registrars of Companies.

 

OUR STRATEGY

 

The investment objective of the Company is to generate tax free capital gains
and income on investors' funds through investments primarily in AIM-traded
companies.

 

DIVIDEND POLICY

 

The Board aims to pay annual dividends of around 5% of the Company's Net Asset
Value at its immediately preceding financial year end, subject to
distributable reserves and cash resources, and with the authority to increase
or decrease this level at the Directors' discretion.

 

Highlights

For the year ended 31 January 2024

 

NAV Total return

for the year†

-22.6%

(2023: -22.2%)

 

£13.3m

invested in qualifying

holdings during the year

(2023: £12.4m)

 

2.0%

Ongoing charges**†

(2023: 1.9%)

 

Year end

Net Asset Value per share†

94.7p

(2023: 132.8p)

 

6.6%

Discount to NAV†

(2023: 7.0%)

 

5.3%

Dividend yield***†

(2023: 5.3%)

 

Key data

                                    31/01/24     31/01/23
 Net Asset Value ("NAV")             £143.1m      £201.3m
 Shares in issue                     151,069,824  151,548,993
 NAV per share†                      94.7p        132.8p
 Share price                         88.5p        123.5p
 Market capitalisation               £133.7m      £187.2m
 Share price discount to NAV†        6.6%         7.0%
 NAV Total Return for the year
 (assuming re-invested dividends)    -22.6%       -22.2%
 Deutsche Numis Alternative Markets
 Total Return Index*                 -12.1%       -20.7%
 Ongoing charges**†                  2.0%         1.9%
 Dividends paid and declared
 in respect of the year              5.0p         7.0p

​

 

*        Deutsche Numis Alternative Markets Index is included as a
comparator benchmark for performance as this index includes all companies
listed on qualifying UK alternative markets.

**       Ongoing charges calculated in accordance with the Association
of Investment Companies' ("AIC's") guidance.

***     Dividend yield based on year end NAV.

†       See Alternative Performance Measures on pages 78 and 79 of the
full Annual Report and Accounts.

 

Table of investor returns

to 31 January 2024

 From                                                                 Date              NAV Total     Deutsche Numis

                                                                                        Return with   Alternative

                                                                                        dividends     Markets

                                                                                        re-invested   Total

                                                                                                      Return Index
 NAV following re-launch of the VCT under management of Amati Global
 Investors ("Amati")                                                  9 November 2011*  85.5%         15.2%
 NAV following appointment of Amati
 as Manager of the VCT, which was known as ViCTory VCT at the time

                                                                      25 March 2010     94.7%         18.4%

*Date of the share capital reconstruction when the NAV was rebased to
approximately 100p per share.

A table of historic returns is included on page 77 of the full Annual Report
and Accounts.

 

Dividends paid and declared

-28.6%

 

2024 total dividends per share

5.0p

5.3% of NAV

 

Cumulative dividends per share

97.74p

 

Dividend history

Since the re-launch of the VCT under the management of Amati Global Investors*

 

 Year ended 31 January  Total         Cumulative

                        dividends     dividends

                        per share**   per share

                        p             p
 2011                   4.74          4.74
 2012                   5.50          10.24
 2013                   6.00          16.24
 2014                   6.75          22.99
 2015                   6.25          29.24
 2016                   6.25          35.49
 2017                   7.00          42.49
 2018                   8.50          50.99
 2019                   7.50          58.49
 2020                   7.75          66.24
 2021                   10.50         76.74
 2022                   9.00          85.74
 2023                   7.00          92.74
 2024                   5.00          97.74

*On 25 March 2010 Amati Global Investors was appointed as Manager of ViCTory
VCT. On 8 November 2011 Invesco Perpetual AIM VCT merged with ViCTory VCT and
the name was changed to Amati VCT 2. On 4 May 2018 the Company merged with
Amati VCT and the name was changed to Amati AIM VCT.

**Total dividends per share are the declared dividends of the financial year.

 

Fund performance

A graph depicting the Amati AIM VCT NAV Total Return and Deutsche Numis
Alternative Markets Total Return Index from change of Manager on 19 March 2010
(first Net Asset Value calculated on 25 March 2010) to 31 January 2023 can be
found on page 3 of the full Annual Report and Accounts.

 

Historic performance

A graph depicting the Amati AIM VCT NAV Total Return and Deutsche Numis
Alternative Markets Total Return Index from inception of fund to 31 January
2024 can be found on page 3 of the full Annual Report and Accounts.

 

Extracts from Strategic Report

 

Chairman's Statement

 

This report has been prepared by the Directors in accordance with the
requirements of Section 414A of the Companies Act 2006.

 

Overview and Investment Performance

This felt like a year of ongoing risk-aversion, with 2023 undoubtedly one of
the most hostile markets for junior AIM companies since the financial crisis
of 2008. This was most notable for companies which were relying on raising
additional funds and in some cases were unable to access further VCT monies
due to an evolving debate around the application of the VCT Regulations. In
addition, some of our long-standing investments in companies which have
matured into medium-sized businesses were impacted by cyclical downturns and
negative sentiment. The NAV total return for the period was -22.6%, which
compares to a return of -12.1% for the Deutsche Numis Alternative Markets
Index. With the market having turned negative in late 2021, this has resulted
in over two years of decline in the value of the portfolio and inevitably
raises some questions about the health of the AIM market overall. The more
mature businesses in the portfolio, which have taken many years to reach this
point, should provide good exposure to any recovery in the market. The
fortunes of early-stage companies are more fragile, and it is likely to take
longer for this part of AIM to recover. This is discussed in more detail in
the Manager's Review which follows below.

 

The number of VCT qualifying deals on AIM remained relatively low this year
and only a handful were of sufficient quality to be of interest. A total of
£13.3m was invested in qualifying holdings, slightly more than in the prior
year, but still well down on the 2021 level. At the same time some profits
were taken in a few of the longer standing holdings, and some were sold
outright, with total sales amounting to £12.9m that resulted in net losses
realised of £8.9m. Further details are again provided in the Manager's Review
below. As a result, cash and current asset investments levels remained high at
the end of the period at £45.6m. Cash and current asset investments are held
mainly in a combination of interest bearing overnight bank deposits and money
market funds.

 

Dividends

The Board aims to pay annual dividends of around 5% of the Company's Net Asset
Value at its immediately preceding financial year end, subject to the
Company's distributable reserves and cash resources, and with the authority to
increase or decrease this level at the Directors' discretion.

 

At the end of November, the Board took the decision to pay a second interim
dividend. This meant that the payment was made around six months earlier than
would have been the case had this been a final dividend. This reflected the
scarcity of qualifying investment opportunities on AIM of an acceptable
quality and a lack of visibility over the timing of further qualifying
investments. When combined with significant realisations of qualifying
holdings the Board felt it prudent to accelerate the timing of the dividend
payment so as to have a bigger margin of comfort against the VCT qualifying
tests.

 

As at 31 January 2024 the net asset value was 94.7p. The Board paid an interim
dividend of 2.5p per share in November and the second interim dividend of 2.5p
per share in January, making a total for the year of 5.0p per share, which is
5.3% of year end NAV.

 

The Board would like to remind shareholders that the company has moved to
paying all cash dividends by bank transfer, rather than by cheque and details
are provided in Shareholder Information on page 77 of the full Annual Report
and Accounts. Please check that you have received your dividends and contact
the registrar if you have not. Unpaid dividends are kept by the registrar for
a period of 10 years after the payment date and we make every effort to ensure
that dividends are received correctly by shareholders.

 

With cash levels still remaining high and the rate of new investments still
running at relatively low levels, the Board is not planning to raise further
funds in the near term.

 

Strategic Review

In March, the Board announced that it was considering the Company's strategic
options in the light of the ongoing challenges in the AIM market and the
resultant impact on the company's performance. As part of this review, the
Board had been working with the Manager on a proposal that would have
addressed the Board's concerns and enabled the Company to widen its investment
strategy to facilitate investments in a broader range of securities. As this
opportunity did not conclude, the Board and the Manager are continuing to
review the strategic direction of the VCT and evaluating other alternatives
available to the Company.

 

VCT Legislation

The VCT legislation contains a "sunset clause" which would have brought income
tax relief to an end on 5 April 2025. Following confirmation by the Chancellor
in his Autumn statement that the scheme will continue, the Finance Act has now
been passed which allows VCT income tax relief to be available for
subscriptions for VCT shares until 5 April 2035. This however can only come
into force when the EU gives approval. The Board understands that HM Treasury
officials expect approval to be given, but the timescale for this is not yet
known.

 

Annual General Meeting ("AGM")

The AGM this year will be held at Barber-Surgeons' Hall, Monkwell Square, Wood
Street, London EC2Y 5BL starting at 2pm on Thursday 13 June 2024. This will be
followed by presentations from the Manager and investee companies. Details are
being sent to you with this report.

 

The Notice of AGM is set out on pages 80 to 85 of the full Annual Report.

 

The Board recognises that the Company's AGM represents an important forum for
shareholders to put questions to the Directors, to express their views on
governance and to become fully informed about matters relating to the AGM
resolutions. We understand that attending in person may not be possible for
all shareholders who wish to attend. Therefore, the Company intends to also
make available a live stream facility to allow shareholders to watch and
listen to the AGM and the Investor Event which follows. If shareholders wish
to use this facility, please register your interest by emailing
info@amatiglobal.com and shortly ahead of the event the Company's Manager will
post a link and instructions on how to join the event on its homepage at
www.amatiglobal.com. Shareholders watching the AGM will not be counted towards
the quorum of the meeting and will not be able to participate in the formal
business of the meeting, including asking questions and voting on the day. The
Board encourages shareholders to engage with the Board and the Company's
Manager. In addition to asking questions at the AGM, shareholders can email
any questions they may have on the business of the AGM to info@amatiglobal.com
by 7 June 2024. The Company's Manager will publish questions together with
answers on the page dedicated to the AGM on the Manager's website prior to the
AGM being held. The Company's Manager will reply to any individual shareholder
questions submitted by the deadline of 7 June 2024, before the AGM.

 

Outlook

The AIM market remains in a fragile state, especially for companies
capitalised at less than £100m and pre-profit early-stage companies. The
bright spots we had hoped for last year were few and far between. We have
noted a growing trend towards companies opting for a private sale or
fundraising rather than an AIM listing. Shareholders frequently ask why the
Manager does not buy more shares in existing portfolio holdings whose share
prices have been pounded. Unfortunately, the changes to the VCT legislation in
2016-17 specifically prevent VCTs from making non-qualifying investments in
AIM or unquoted companies. This means the VCT can only acquire more shares in
portfolio companies if they raise further funds and are still qualifying under
the rules, which in many cases they are not. The problems for investments made
under post 2017 VCT rule changes are discussed in further detail in the
Manager's review below.

 

Historically there is evidence that companies that come through this kind of a
market crisis tend to emerge a good deal stronger. In a falling interest rate
environment, it would not take much for market dynamics to become a good deal
more positive and this should benefit our existing portfolio.

 

There are still many headwinds for the economy to navigate which may, directly
or indirectly, affect the AIM market in an election year. We can only hope
that the building blocks will be put in place to maximise the potential for
young and growing UK companies to thrive once again in public markets.

 

Contact us

The Board is always keen to hear from shareholders. You can contact me at:
AmatiAIMVCTChair@amatiglobal.com (mailto:AmatiAIMVCTChair@amatiglobal.com) .

 

You can also find regularly updated information on the Company, including a
factsheet and performance data on the Company's website: www.amatiglobal.com

 

Fiona Wollocombe

Chairman

 

11 April 2024

 

For any matters relating to your shareholding in the Company, dividend
payments, or the Dividend Re-investment Scheme, please contact The City
Partnership on 01484 240 910, or by email at registrars@city.uk.com.

 

For any other matters please contact Amati Global Investors ("Amati") on 0131
503 9115 or by email at info@amatiglobal.com.

 

Amati maintains an informative website for the Company - www.amatiglobal.com -
on which monthly investment updates, performance information, and past company
reports can be found.

 

Fund Manager's Review

 

Market Review

In what was another poor year for AIM companies, especially those at an early
stage of growth, global markets recovered their poise during the period under
review, in large part thanks to a boom in US technology companies poised to
lead the way in the deployment of artificial intelligence. Japanese and
European markets also saw meaningful recoveries. By contrast, the UK equity
market as a whole remained in the doldrums with the Deutsche Numis All Share
Total Return Index returning only 1.6% over the period and the Deutsche Numis
Alternative Markets Total Return Index falling by 12.1%, reflecting ongoing
risk-aversion and weak liquidity at the lower end of the UK market. 2023 was
probably the toughest market for junior AIM companies since 2008.

 

The gains in the large global technology companies were achieved despite a
deteriorating and fragile geo-political environment. Russia's invasion of
Ukraine appears to have reached something of a stalemate and the outcome
remains dependent on ongoing Western support for Ukraine being maintained. A
new and significant conflict emerged in October, as war erupted in Palestine
in response to Hamas attacks on Israel. This brought considerable instability
into the region, which shows no signs of abating. Investors also remain
concerned about the ongoing potential for China to become more bellicose in a
year where elections are taking place in a number of major economies. Despite
these concerning developments, commodity prices remained subdued with oil
prices down during the period and gas prices falling materially from their
post-Ukraine highs of the previous year.

 

The dominant economic theme during the year was the global fight against
inflation, with the Fed, the European Central Bank and the Bank of England
simultaneously increasing interest rates rapidly from historically low levels.
This in turn led to rises in bond yields in most G7 markets as central banks
sought to normalise policy. Despite this more uncertain environment there was
evidence that the global financial system remained robust, with the collapse
of SVB Bank, First Republic and Signature in the US and the unravelling of
Credit Suisse in Europe all seeing bailouts by larger, better capitalised
institutions. As the year progressed, we saw evidence that inflation was being
brought under control with headline numbers falling sharply in the US, UK and
Europe, albeit from elevated levels. This was consistent with a deterioration
in global growth prospects as both Europe and the UK began flirting with
recession and Chinese growth prospects faded meaningfully.

 

In the final months of the period under review both large and midcap equity
and bond markets enjoyed strong recoveries from depressed levels, taking heart
from the expectation that an end to the period of monetary tightening is now
in sight. We have seen rate expectations fall in the US, EU and UK and there
is now a firm belief that 2024 will be a year of monetary easing. However,
this path will not necessarily be a straight one and inflation data in early
2024 has been more elevated than markets would have hoped, leading to bond
yields rising again. The direction of travel may be clear but the speed less
so.

 

Returning to UK markets we have seen ongoing material outflows from open-ended
UK equity funds, continuing the weak trend of recent years, and there are
considerable challenges in re-establishing the UK market as an attractive
place for companies to list and raise capital. However, we do detect a greater
commitment from the Chancellor, the FCA and politicians across the political
spectrum to address these increasingly urgent problems. This is particularly
pressing with regards to AIM, where a lack of Initial Public Offerings (IPOs)
and concerns about changes to taxation regimes have contributed to an ongoing
shrinkage of the market.

 

Performance Review

The VCT's NAV Total Return for the period was -22.6%. This was substantially
behind the benchmark, the Deutsche Numis Alternative Markets Total Return
Index, which fell -12.1%. Data compiled by Deutsche Numis, which analyses the
performance of UK smaller companies from 1955 onwards, shows that 2023 was a
particularly outlying year. For nearly seventy years, the smallest market
capitalisation companies in the UK market (defined as the bottom 70%) have
cumulatively outperformed their larger peers - the so-called small company
"premium". However, in 2023, "smaller" significantly underperformed "larger"
as a factor in the UK market. This was caused by the smallest AIM stocks
generally being by far the worst performers in the period covered by this
review, as investors shied away from taking the liquidity risk inherent at
this end of the market. Since this segment of AIM is the target universe for
VCT qualifying companies, incorporating very early-stage businesses, this
represented a particularly difficult environment for the portfolio.

 

A significant portion of the portfolio saw share price falls during the year.
The largest falls related to companies requiring further financing in a market
which was increasingly reluctant to finance early-stage companies. For these
companies being quoted on AIM in this environment tended to prove detrimental,
as tightened disclosure regulations can force companies to make announcements
about funding requirements before they are able to optimise a plan to address
them.

 

The biggest negative contributor to performance was Polarean Imaging, a lung
medical imaging company, which fell 82% in the period. The company had a poor
start to the year announcing its cash reserves would last until May 2024, and
that it would move to a dual strategy of self-commercialisation while seeking
a partner. It also indicated that it would require further funding, at a time
when both private and public equity markets had turned their back on earlier
stage healthcare companies. On the positive side, a new CEO was recruited,
more suited to taking the company through its next stage of development, and
the company established a US reimbursement code while it continued to build a
pipeline of sales opportunities and trimmed costs to extend the cash runway.
Education of hospitals about the technology and the benefits it can bring, is
a multi-faceted task involving clinicians as well as hospital administrators.
Articulating the value and revenue it can generate and converting this into
purchase orders is a lengthy process.

 

Another significant underperformer was the outsourced services specialist to
the global video games industry, Keywords Studios, which fell 42% in the
period. This was despite the company reporting full year revenue growth of
13%, with around 6% of this organic augmented by five completed acquisitions,
and an operating margin of over 15%. Whilst this performance was behind
previous levels, the company had significant trading headwinds to mitigate,
including the US entertainment strikes and a slowdown across the global
industry. Nevertheless, Keywords still managed to outpace organic market
growth, thus taking market share. Sentiment also played a part in the share
weakness, with expectations that Artificial Intelligence (AI) machine-created
technology will present games publishers with in-house alternatives to
outsourced services. However, such spend on AI will likely be beyond the reach
of some customers, and Keywords was already investing in this area to improve
its competitiveness, service quality and product offering.

 

e-learning specialist, Learning Technologies, also impacted the portfolio's
performance, falling 42%. In its full year results, the company reported an
organic revenue decline of 2%. This reflected a slowdown in transactional and
project-based work from its key financial services and technology clients,
plus difficulties with the integration of a recent acquisition. Cost-cutting,
however, protected operating margins at more than 17%, and also significantly
reduced debt. Learning Technologies' share price was also impacted by AI
concerns about machine-created education, but again, the company is examining
its own investment into this and the potential productivity gains which could
be generated.

 

One of the few successful flotations on AIM within the last couple of years
has been high-end semiconductor chip designer and manufacturer, Ensilica,
which specialises in Application Specific Integrated Circuits (ASICs). Since
its listing in late 2022, the company has broadened its customer base from the
automotive market into industrial, healthcare and satellite communication
applications. Revenues grew 34% year-on-year to May 2023, with significantly
higher margins and operating profits. Last November it sought to raise up to
£5m equity to support the execution of a growing pipeline of new business
opportunities. By this stage of its growth, however, the company had ceased to
be VCT-qualifying, and so, frustratingly, the Company was unable to support
the fund raise. The difficult environment for risk appetite meant that only
c£1.5m was eventually raised at a substantial discount. This impacted the
shares, which fell 58% in the period.

 

Velocys, which developed catalytic reactor technology for use in the
production of Sustainable Aviation Fuel (SAF) from wood chips or waste
sources, and which was developing large scale projects in both the UK and US,
struggled during the period to refinance its currently loss-making operations.
This was despite receiving c£30m of government grants in late-2022 and having
significant SAF offtake agreements with customers. Negotiations continued for
much of the second half of the period under review, and during this time the
decision was taken to reduce, and ultimately exit, the position in view of the
funding risks involved. The shares fell 95% in the period, and in February
2024 the company was eventually taken private.

 

Video gaming developer and publisher, Frontier Developments, had a challenging
year in keeping with the slowdown in consumer demand across the industry. In
November, the company announced a strategic review, to move away from
third-party publishing and re-focus on its own, core, creative management
simulation games. This has involved a major cost cutting programme, targeting
a return to profitability in financial year ending May 2025. The company
retains significant cash resources. The shares fell 70%.

Other negative contributors included Saietta, the developer of eDrive systems
for electric vehicles. Similar to Ensilica, Saietta also no longer qualified
for VCT investment. The company raised £7m of highly dilutive funding in
November, as part of a larger fund raise intended to complete in March 2024.
Unfortunately when the company lost a cash flow boosting contract in February,
and one of its customers in India failed to deliver on a promised contract,
the March fund raise became too difficult to complete with the result that the
company appointed an administrator. This was a sad end to what had seemed a
highly promising business. Energy and water efficiency solutions provider,
Eneraqua, and IT training business, Northcoders, experienced difficult trading
conditions during the period after achieving successful listings in 2021. Both
were hit by demand downturns involving key customers. Eneraqua's local
authority social housing base has been impacted by budgetary constraints,
alongside priority spending on insulation, fire cladding, and damp and mould
renovations. Accordingly, funding in these areas has pushed back investment in
new utility systems. Northcoder's corporate business, where training
programmes are developed for specific employers, was hit by a general
environment of cutbacks in staff spending. The already partially written down
unquoted convertible loan holding in electronics company eleXsys was written
down to zero during the period, as long expected investment in the company to
commercialise the company's grid management technology failed to materialise.

 

Offsetting these negatives were good performances in the period from some of
the longer held investments within the portfolio. Healthcare software
specialist, Craneware, which has been a holding for almost 20 years, gained
51%. This followed an improving market backdrop, whereby US hospitals and
pharmacy providers re-focused on future growth and operational efficiency
following a prolonged period of spending slowdown and shifted priorities, due
to an overhang from the pandemic. First half revenue growth accelerated to 8%,
and earnings also grew reversing the decline seen in the previous year.

 

Franchised property services operator, Belvoir, which has been a holding since
2012, gained 43%. Whilst franchisee fees from estate agencies declined in
2023, this was more than offset by growth from lettings agencies and also
financial services such as mortgage advice. Overall, the company achieved
growth progress in a difficult trading environment as interest rates climbed,
and this reflects the robustness of the franchise business structure. More
importantly it was announced in January of this year that Belvoir was the
subject of a nil premium merger with another portfolio holding, Property
Franchise (held since 2013) whose shares gained 40%. This welcome development
creates a company with a combined market capitalisation of almost £200m,
which will broaden the investor audience for the shares. There is scope for
the larger group to generate meaningful revenue and cost synergies in due
course.

 

Glantus, the accounts payable analytics software provider, which had a
difficult time since listing in 2021 as it restructured and missed revenue
forecasts, received an industry buyer approach as trading improved. The shares
rose nearly four-fold in the period.

 

Property services group, Kinovo, a holding since 2015, announced strong
interim results with operating profit growth significantly ahead of revenue
growth due to a favourable mix of high margin business. This was principally
within electrical services, where new legislation, such as the Building Safety
Acts, is driving non-discretionary landlord spend following the Grenfell Tower
disaster. The shares gained 97%.

 

Other positive contributors were Equals, Creo Medical and Eden Research.
Equals, the FX payment services specialist held since 2014, continues to trade
strongly as it shifts its focus from consumers to corporates, generating
stronger growth and profit margins. In November, the company announced it was
exploring a potential sale with interested parties, discussions with which are
ongoing. Creo Medical, an endoscopy medical device company, gained after
announcing an oversubscribed fundraise. This cleared a material overhang in
the stock and gave it a very comfortable runway to breakeven and beyond. In
the period, the company continued to generate positive news flow about the
regulatory approval of its advanced energy devices and their use in surgical
procedures globally. Most impressively, the company highlighted the
progression of its partnership with Intuitive Surgical, the global leader in
robotic assisted surgery, as the companies move towards integrating their
technologies. Eden Research, a sustainable biopesticide company, also rose
following an oversubscribed fundraise and news of a major partnering for its
products. Corteva, a global agriculture company, partnered with Eden Research
on the development and commercialisation of Ecovelex in the UK and EU.
Ecovelex is a bird deterrent seed treatment. The product is derived from plant
based chemistry which works by creating an unpleasant odour and taste which
repels birds.

 

Portfolio Activity

Over the course of the period under review, the Company made five new
investments and seven follow-on investments. A total of £9.8m was invested in
the five new investments and £4.5m in the seven follow-on investments (of
which one, the follow-on investment of £1m in Verici DX, settled out of the
reporting period).

 

The new investments comprised two IPOs and two secondary placings on AIM, as
well as one unquoted investment.

 

In the first half of the period, the Company participated in the flotation of
Fadel Partners, a developer of cloud-based software for royalties' management,
digital asset management and brand compliance. Fadel's customers are licensors
and licensees across a range of markets covering media, entertainment,
publishing, consumer brands and technology. The products incorporate
sophisticated image and video recognition powered by AI search tools. The
business reported revenue of $14.5m for 2023. In the second half of the year
the Company participated in the IPO of Tan Delta, a developer and supplier of
sensors and systems which uses innovative real time oil analysis technology to
allow operators of engineering equipment to cut maintenance costs, improve
reliability, and reduce carbon footprint.

 

Traditionally, oil monitoring is managed in compliance with preset service
intervals, which results in lubrication oil being discarded when it can still
have 30-50% of its useful life left. With limited sales resource prior to its
IPO, Tan Delta has built a customer list with major names such as Shell,
Schlumberger and Aggreko, and its technological edge lies in it being able to
test many types of installed equipment and oil types. The addressable market
is significant and global. A key positive is that the Non-Executive Chairman
is already known to us as CEO of another portfolio holding, SRT Marine
Systems.

 

In March, an unquoted investment was made in 2 Degrees, alongside Maven
Capital Partners. The company provides large corporates and their suppliers
with an online Software as a Service platform to measure, manage and reduce
carbon within supply chains, thereby helping to achieve the Green House Gas
Protocol Scope 3 emissions standard. The platform includes a planning tool and
AI-driven recommendations for best practices to reduce carbon. Current markets
are in food retail and automotive, with scope to grow beyond this.

 

Investments through secondary placings in existing AIM companies involved
Itaconix and Cordel. Both were completed in the first half. The former is a US
developer of a plant-based polymer used to decarbonise everyday consumer
products. The company has been on AIM since 2012, but only achieved commercial
breakthrough in 2020 with a bio-polymer ingredient for dishwasher detergent.
Close to 150 consumer products now use Itaconix ingredients, involving major
retailers such as Amazon, Walmart, Aldi and Tesco. With opportunities to grow
into personal hygiene and beauty products, the company is forecast to
breakeven in its current financial year. Cordel floated on AIM in 2018, and a
year later acquired its current business activity, an AI analytical software
platform to automate inspection and management of rail infrastructure. Using
highly accurate Light Detection and Ranging sensors mounted onto train rolling
stock, the technology replaces human surveying of vegetation infringements,
infrastructure clearances, crossings, drainage and ballast, in order to meet
regulatory requirements and prevent accidents. Commercial success to date
includes contracts with Network Rail, Angel Trains and Amtrak. The company is
forecast to breakeven in the current financial year.

 

Three of the seven follow- on investments took place in the first half of the
period and involved antibody developer Fusion Antibodies; fire safety product
specialist Zenova; and sustainable biopesticides formulator Eden Research. A
small placing participation with Fusion Antibodies was limited to our equity
percentage, to avoid dilution. Fusion Antibodies has had to broaden its
customer offering to provide an end-to-end therapeutic antibody service, which
captures earlier stage customers and generates repeat business. Alongside the
raise there was a management commitment to significant cost cuts being made
through to 2024. Zenova was also a modest investment, within an overall
placing to get the company to breakeven after a slow start to revenue growth
from its range of fire prevention products with mass market potential. Despite
difficulties caused by Covid delays, Eden Research (reported on above) is
continuing to develop a global portfolio of biopesticide products with
international approvals. The company has made excellent strides in
reorganising its distributor base to bring in higher quality companies, and
further product submissions are ongoing.

 

In the second half of the period, follow-on investments were made in composite
aircraft component manufacturer, Velocity Composites; autonomous vehicle
developer, Aurrigo; automotive wiring connector specialist, Strip Tinning; and
organ transplant diagnostics developer, Verici DX. Velocity Composites is
seeing a significant pick-up in its European and US business in line with the
recovery in the commercial aerospace market, driven by Middle Eastern airline
demand and a global transition to more fuel-efficient aircraft. In December
2022, the company announced a five year $100m contract with GKN Aerospace
involving a diverse range of high-performance composite structures across
military, civil, and business jet programmes. The significant fundraise was
used to provide working capital and further investment into the company's US
facility. Aurrigo has made progress on a number of fronts since its IPO in
2022. Luggage tug trials are continuing at Changhi airport in Singapore, a
project has been won for a cargo version for UPS, and further work is being
done on a passenger shuttle vehicle. Airport development clients now include
Changhi, Stuttgart, Schiphol and Cincinnati, with the latter involving carrier
IAG. We participated pro rata to our equity percentage in the fundraise. Strip
Tinning raised significant working capital, partly in the form of convertible
loan in which the Company participated, to fund a pipeline of glazing and EV
nominations from large automotive original equipment manufacturers. Having cut
costs in a tough post-Covid environment for the industry, the company has now
returned to breakeven. After securing a licensing agreement in November with
global major Thermo Fisher Scientific for an early rejection, pre-kidney
transplant test, Verici DX raised significant funding to take it through to
2025 when it hopes to reach profitability on the back of similar deals.

 

In addition to the exits from Glantus and Velocys noted above, there were a
number of other disposals from the portfolio during the period. Rare disease
biopharmaceutical company Amryt Pharmaceuticals was sold following the
recommended offer in January by Chiesi Farmaceutici S.p.A. This has been a
successful investment for the Company. Angle, the liquid biopsy developer, was
sold on concerns that its technology could be superseded by alternative
circulating tumour DNA diagnostics. Anpario, the animal feeds additive
specialist, was exited as it had been a holding for around fifteen years and
had reached a stage of maturity in terms of its prospects. Allergy
Therapeutics, Bonhill, Falanx and Itsarm (formerly In the Style) were also
exited as they had become sub-scale positions.

 

After strong performance from the shares in the first half of the period, the
opportunity was taken to reduce our large holding in AB Dynamics, the designer
and supplier of testing and simulation technology to the automotive industry.
This crystallised £2.2m in realised gains from original cost. Profits were
also taken in the portfolio's largest holding, Keywords Studios, crystallising
gains of £1.4m from original cost. With Aurrigo's shares reaching a peak of
more than three times the listing price, a small trim was made to the
weighting which subsequently provided portfolio flexibility to participate in
the placing. In the period, we also reduced our position in Polarean.
Recognising that it was likely that the VCT Rules would not allow the Company
to make further investments in Polarean, the decision was taken to sell part
of our holding to Nukem, a long term strategic investor in Polarean. A
decision was also taken to reduce our position in Frontier Developments,
following a sequence of disappointing game launches plus a step-back to
monitor how the strategic review is executed.

 

Treasury Management

With the rise in the Bank of England base interest rate that began in February
2022 with an increase to 0.5%, quickly increasing incrementally to 5.25% by
August 2023 at which level it has remained, opportunities to earn a good
return on cash became available. Following consultation with the Company's VCT
status adviser the decision was taken to allocate a proportion of cash held to
overnight or up to 7-day term deposit accounts offering interest rates at or
close to central bank base rates with A+ rated financial institutions. We
placed the majority of the remainder with short term money market funds. Such
deployment of cash provides an attractive means of generating additional,
low-risk income for the Company while awaiting suitable VCT qualifying
opportunities.

 

Outlook

The junior end of the UK stock market has been through a traumatic period over
the last two years, since it peaked in September 2021. In the past a rally in
the leading tech stocks in the US tended to filter through to venture capital
stage companies in the UK, whether quoted or unquoted. This time, however, the
dramatic rise in the leading US tech stocks has exacerbated flows of money
away from the UK stock market as savers have sought to reallocate capital to
these already giant companies.

 

As at the end of March, the VCT qualifying portfolio is roughly split 50/50 in
value between a group of 18 relatively mature small and medium sized
businesses originally purchased between 2005 and 2015. These have been highly
profitable investments, even with some of the big share price falls they have
seen over the last two years.

 

In managing the VCT we have had a strong tendency to want to preserve these
holdings as much as possible, because it will take a long time for investments
made under post 2017 VCT rule changes to match them in maturity, scale and
quality.

 

The outlook for this group of companies has improved significantly from a year
ago, with growth coming through in many cases and a sense that ratings are now
bottoming out. This sets up the conditions for a rebound if UK interest rates
fall towards the end of the year, as expected. In general we were too slow to
take profits from this part of the portfolio in 2021, having cultivated a
strategy of running winners that was highly effective for the prior ten years.
The VCT rules are much easier to negotiate with this policy of running
winners. However, we failed to anticipate exactly how far the deratings could
run, and how much some of these companies suffered from downgrades. In
general, we are increasing our propensity to take profits from this part of
the portfolio where we see significant valuation risk. But as things stand, we
think the risks are now more biased towards an upwards re-rating and for
better growth metrics returning.

 

The other half of the portfolio by value are holdings in around 40 companies
which are still at the venture capital stage, loss making or break even,
undertaking the long and difficult journey to sustainable profitability. One
of these, Maxcyte, is now NASDAQ listed, having raised sufficient cash to aim
for demanding growth targets and to maximise the commercial opportunity it
has. In most cases, however, the share prices of this group of companies are
distressed. They are more fragile, and their fortunes will depend
substantially on hitting corporate targets and de-risking business plans.
Where they can do this, the upside from current depressed prices will be
significant. For those that don't deliver on expectations then this end of the
market is a friendless place.

 

We recognise that we have had too much of a tendency to stick with investee
companies that fail to meet expectations in the hope that over time they will
find their way through to profitable growth, in part because this makes
negotiating the severe constraints of the VCT legislation more manageable,
especially whilst new investment opportunities have been fewer. In other
cases, low levels of liquidity can make it difficult to sell stakes in a
meaningful way, but the ability to do so remains one of the attractions of
investing in quoted companies. This said, in this part of the portfolio, 59%
of the holdings by value is in companies that are expected to turn profitable
or return to profitability in 2024, and another 31% where this is expected
during 2025. Once profitable, these companies have an opportunity to gain a
wider investor base on AIM and should see more positive share price dynamics.
Our experience from previous market downturns is that companies that survive
this far tend to come through in better shape than they went in, having had to
really hone strategy and cut out non-essential costs.

 

Looking at the impact on the portfolio of the VCT rule changes in 2016-17
shows that satisfactory returns have been difficult to achieve in the period
since then, albeit this is looking back from the point of view of a low point.
In some cases the rules and their interpretation (such as the revised
implementation of the financial distress rules and the restrictions on making
non-qualifying investments into existing qualifying investments where the
rules don't allow qualifying investments to be made) create senseless
restrictions on Managers which damage the value that can be delivered to
shareholders for no apparent policy benefit. Some changes could be made that
would cost nothing and improve the ways in which VCTs can support venture
capital stage companies in the UK. VCTs also play a key role in replenishing
the AIM exchange by supporting companies at IPO and through their early phases
being quoted, something which is all too easily forgotten when times are good.
Most policy makers understand the importance of this junior market, and it is
to be hoped that whoever forms the next Government will take the time
necessary to understand how to rejuvenate it. In the meantime we continue to
review with the Board, possible ways of expanding the range of qualifying
investments we can encompass.

 

 

Dr Paul Jourdan, David Stevenson and Scott McKenzie

Amati Global Investors

11 April 2024

 

Investment Portfolio

as at 31 January 2024

 

                                                                     Original                                                                 Cost*                                       Aggregate  Fair value  Fair value   Market   Industry Sector         Yield                                                                       %

 Company name                                                        Amati VCT bookcost at 4 May 2018#                                         £'000                                       Cost**     £'000       movement     Cap                              (NTM)                                                                       of net

                                                                     £'000                                                                                                                 £'000                  in year***   £m                               %                                                                           assets

                                                                                                                                                                                                                  £'000
 Waystone Amati UK Listed Smaller Companies Fund                                                  3,331                                                         6,757                      10,088     11,546      (1,286)      -        Financials                                             3.2                                          8.1
 Keywords Studios plc(1,3)                                                                           259                                                        3,897                      4,156      6,777       (4,818)      1,311.4  Information Technology                                 0.1                                          4.7
 AB Dynamics plc(1)                                                                                  151                                                        1,721                      1,872      5,706       (228)        401.4    Industrials                                            0.4                                          4.0
 Learning Technologies Group plc(1,3)                                                                780                                                        3,771                      4,551      5,596       (4,078)      641.4    Information Technology                                 2.0                                          3.9
 Craneware plc(2,3)                                                                                  298                                                        3,601                      3,899      4,619       1,568        760.0    Health Care                                            1.4                                          3.2
 Aurrigo International plc(1)                                                                          -                                                        2,305                      2,305      4,020       385          41.2     Industrials                                                -                                        2.8
 MaxCyte Inc.(1)                                                                                     449                                                        1,536                      1,985      3,911       (802)        405.5    Health Care                                                -                                        2.7
 GB Group plc(2)                                                                                     236                                                        2,967                      3,203      3,176       (802)        711.8    Information Technology                                 1.5                                          2.2
 Water Intelligence plc(2)                                                                           180                                                        1,038                      1,218      3,014       (1,629)      64.5     Industrials                                                -                                        2.1
 Fadel Partners, Inc(1)                                                                                -                                                        3,000                      3,000      2,937       (62)         28.5     Information Technology                                     -                                        2.1
 Top Ten                                                                                                                                                                                   36,277     51,302      (11,752)                                                                                                                  35.8
 Chorus Intelligence Limited                                                                           -                                                           301                     301        151         -            -        Information Technology  -                                                                           0.1

 Ordinary Shares(1,4)
 Chorus Intelligence Limited 10% Convertible Loan Notes(1,4)                                           -                                                        2,699                      2,699      2,699       -            -        Information Technology  -                                                                           1.9
 Solid State plc(2)                                                                                  259                                                           261                     520        2,626       (83)         144.1    Industrials                                            1.7                                          1.8
 Diaceutics plc(1)                                                                                     -                                                        1,557                      1,557      2,110       (41)         87.2     Health Care             -                                                                           1.5
 Belvoir Group plc(1)                                                                                404                                                           379                     783        2,070       621          97.0     Real Estate                                            4.4                                          1.5
 Nexteq plc(2)                                                                                       419                                                        3,777                      4,196      2,039       (802)        77.8     Consumer Discretionary  -                                                                           1.4
 Ensilica plc(1)                                                                                       -                                                        2,450                      2,450      2,009       (2,744)      33.6     Information Technology  -                                                                           1.4
 2 Degrees Limited A1(1)                                                                               -                                                        1,867                      1,867      1,867       -            -        Information Technology  -                                                                           1.3
 2 Degrees Limited A2(1)                                             -                                                                                             133                     133        133         -            -        Information Technology  -                                                                           0.1
 Velocity Composites plc(1)                                                                          496                                                        2,107                      2,603      1,921       (523)        18.2     Industrials             -                                                                           1.4
 Sosandar plc(1)                                                                                       -                                                        1,872                      1,872      1,810       (1,373)      36.0     Consumer Discretionary  -                                                                           1.3
 Equals Group plc(1)                                                                                   -                                                        1,137                      1,137      1,755       491          221.4    Information Technology  -                                                                           1.2
 Top Twenty                                                                                                                                                                                56,395     72,492      (16,206)                                                                                                                  50.7
 Brooks Macdonald Group plc(2,3)                                                                       -                                                        1,154                      1,154      1,658       (315)        302.5    Financials                                             4.4                                          1.2
 Intelligent Ultrasound plc(1)                                                                         -                                                        2,194                      2,194      1,652       (507)        24.5     Health Care              -                                                                          1.2
 Northcoders Group plc(1)                                                                              -                                                        2,111                      2,111      1,597       (1,708)      11.6     Consumer Discretionary   -                                                                          1.1
 SRT Marine Systems plc(1)                                                                           709                                                           465                     1,174      1,425       (347)        82.4     Information Technology   -                                                                          1.0
 Kinovo plc(2)                                                                                         -                                                        1,681                      1,681      1,401       689          40.8     Industrials              -                                                                          1.0
 Arecor Therapeutics plc(1)                                                                            -                                                        1,910                      1,910      1,393       (464)        50.5     Health Care              -                                                                          1.0
 Tan Delta Systems plc(1)                                                                              -                                                        1,875                      1,875      1,298       (577)        13.2     Industrials              -                                                                          0.9
 Accesso Technology Group plc(1,3)                                                                     -                                                           221                     221        1,214       (595)        229.0    Information Technology   -                                                                          0.8
 Property Franchise Group plc (The)(2)                                                               155                                                           197                     352        988         280          108.1    Real Estate                                            4.3                                          0.7
 Itaconix plc(1)                                                                                       -                                                        2,000                      2,000      941         (1,059)      16.2     Industrials              -                                                                          0.7
 Eden Research plc(1)                                                                                  -                                                        1,057                      1,057      921         (72)         29.3     Materials                -                                                                          0.6
 Saietta Group plc(1,3)                                                                                -                                                        5,100                      5,100      805         (1,770)      21.8     Consumer Discretionary   -                                                                          0.6
 Strip Tinning Holdings plc Ordinary shares(1)                                                         -                                                        1,054                      1,054      228         (114)        7.3      Industrials              -                                                                          0.2
 Strip Tinning Holdings plc 10% Unsecured Convertible Loan Notes(1)                                    -                                                           500                     500        500         -            -        Industrials              -                                                                          0.4
 One Media iP Group plc(1)                                                                             -                                                        1,240                      1,240      709         (354)        8.9      Financials               -                                                                          0.5
 Polarean Imaging plc(1)                                                                               -                                                        2,065                      2,065      696         (3,279)      15.1     Health Care              -                                                                          0.5
 Cordel Group plc(1)                                                                                   -                                                           915                     915        641         (275)        8.4      Information Technology   -                                                                          0.4
 Flylogix Limited Ordinary shares(1,4)                                                                 -                                                           300                     300        -           -            -        Information Technology   -                                                                          -
 Flylogix Limited 10% Convertible loan notes(1,4)                                                      -                                                        2,700                      2,700      610         (15)         -        Information Technology   -                                                                          0.4
 Getech Group plc(1)                                                                                   -                                                        1,700                      1,700      580         (502)        5.1      Energy                   -                                                                          0.4
 Netcall plc(2)                                                                                        -                                                           110                     110        575         (6)          154.1    Information Technology                                 0.9                                          0.4
 Creo Medical Group plc(1,3)                                                                           -                                                        1,613                      1,613      535         284          150.0    Health Care              -                                                                          0.4
 Frontier Developments plc(1)                                                                        197                                                        2,509                      2,706      518         (1,219)      57.0     Communication Services   -                                                                          0.4
 Block Energy plc(1)                                                                                   -                                                        3,000                      3,000      511         (51)         7.3      Energy                   -                                                                          0.4
 Ixico plc(1)                                                                                          -                                                        1,367                      1,367      488         (635)        4.8      Health Care              -                                                                          0.3
 Byotrol plc Ordinary shares(1,4)                                                                    511                                                           348                     859        138         (363)        2.5      Materials                -                                                                          0.1
 Byotrol plc 9% Convertible loan notes(1,4)                                                            -                                                           350                     350        350         (3)          -        Materials                -                                                                          0.2
 Clean Power Hydrogen plc(1)                                                                           -                                                        2,500                      2,500      472         (861)        22.8     Industrials              -                                                                          0.3
 Science in Sport plc(1)                                                                             804                                                        1,136                      1,940      431         45           26.4     Consumer Staples         -                                                                          0.3
 Hardide plc(1)                                                                                      695                                                        1,666                      2,361      430         (158)        5.6      Materials                -                                                                          0.3
 Verici Dx Limited(1)                                                                                  -                                                           800                     800        360         (80)         15.3     Health Care              -                                                                          0.3
 Eneraqua plc(1)                                                                                       -                                                        1,955                      1,955      282         (1,764)      13.3     Industrials              -                                                                          0.2
 Synectics plc(2)                                                                                      -                                                           342                     342        212         41           27.6     Information Technology  3.0                                                                         0.1
 Brighton Pier Group plc (The)(1)                                                                    314                                                           175                     489        208         (61)         20.5     Consumer Discretionary   -                                                                          0.1
 Zenova Group plc(1)                                                                                   -                                                           900                     900        208         (357)        2.9      Materials                -                                                                          0.1
 MyCelx Technologies Corporation(1)                                                                  440                                                           205                     645        206         85           11.7     Industrials              -                                                                          0.1
 Fusion Antibodies plc(1)                                                                            565                                                        1,829                      2,394      150         (953)        2.7      Health Care              -                                                                          0.1
 Rosslyn Data Technologies plc(1)                                                                    614                                                        1,308                      1,922      120         (127)        3.0      Information Technology   -                                                                          0.1
 Rua Life Sciences plc(1)                                                                              -                                                           931                     931        88          (362)        7.0      Health Care              -                                                                          0.1
 Trellus Health plc(1)                                                                                 -                                                           700                     700        79          (61)         7.3      Health Care              -                                                                          0.1
 Merit Group plc(1)                                                                                    -                                                           596                     596        48          27           16.1     Communication Services   -                                                                          -
 Aptamer Group plc(1)                                                 -                                                                        3,672                                       3,672      31          (1,161)      4.7      Health Care              -                                                                          -
 FireAngel Safety Technology Group plc(1)                                                              -                                                           690                     690        31          (24)         15.1     Consumer Discretionary   -                                                                          -
 Investments held at nil value                                       -                                                                         -                                           2,691      -           (900)        -        -                       -                                                                           -
 Total non-money market investments                                                                                                                                                        123,231    98,220      (35,854)                                                                                                                  68.7
 Money market funds
 Royal London Short Term                                             -                                                                         -                                           14,347     14,417      70                                                                                                                        10.1

 Money Market Fund
 Goldman Sachs Sterling Liquid                                       -                                                                         -                                           8,065      8,065       -                                                                                                                         5.6

 Reserves Fund
 Northern Trust Global The                                           -                                                                         -                                           8,065      8,065       -                                                                                                                         5.6

 Sterling Fund
 Total money market funds                                                                                                                                                                  30,477     30,547      70                                                                                                                        21.3
 Total investments                                                                                                                                                                         153,708    128,767     (35,784)                                                                                                                  90.0
 Other net current assets                                                                                                                                                                             14,311                                                                                                                                10.0
 Net assets                                                                                                                                                                                           143,078                                                                                                                               100.0

 

1 Qualifying holdings.

2 Part qualifying holdings.

3 These investments are also held by other funds managed by Amati.

4 The investments of Ordinary Shares and Convertible loan notes: Flylogix
Limited ("Flylogix") consists of 392 Ordinary Shares in Flylogix at fair value
of nil and 10% Convertible Loan Notes ("CLNs") at £610,000. The company was
put into administration on 2 March 2023. The Convertible Loan Note agreement
prescribes that if Flylogix is not listed on AIM, interest is payable at 10%
per annum for a term of 5 years. The fair value of the CLNs is that amount
which the administrator has indicated should be payable including interest.

Elexsys Energy plc ("Elexsys") consists of 202,737 Ordinary Shares in Elexsys
at fair value of nil and 8% Convertible Loan Notes at nil.

Chorus Intelligence Limited ("Chorus") consists of 232 Ordinary Shares in
Chorus at fair value of £151,000 and 10% Convertible Loan Notes at
£2,699,000.

Byotrol plc ("Byotrol") consists of 25,000,001 Ordinary Shares in Byotrol at
fair value of £138,000 and 9% Convertible Loan Notes at £350,000. Interest
is being received quarterly on the Byotrol CLNs.

Strip Tinning consists of 569,699 ordinary shares at fair value of £228,000
and 10% Convertible Loan Notes at £500,000. Interest is payable upon
redemption of the CLNs.

# This column shows the original book cost of the investments acquired from
Amati VCT plc on 4 May 2018.

* This column shows the bookcost to the Company as a result of market trades
and events.

** This column shows the aggregate book cost to the Company either as a result
of trades and events or asset acquisition from Amati VCT plc on 4 May 2018.

*** This column shows the movement in fair value, the unrealised
gains/(losses) on investments during the year, see notes 1 and 8 on pages 61
and 68 for further details.

NTM Next twelve months consensus estimate (Source: Refinitiv, Fidessa and
Amati Global Investors))

The Manager rebates the management fee of 0.75% on the WS Amati UK Listed
Smaller Companies Fund and this is included in the yield.

All holdings are in ordinary shares unless otherwise stated.

Investments held at nil value: Celoxica Holdings plc(1), Elexsys Energy plc,
Leisurejobs.com Limited(1) (previously The Sportweb.com Limited), Rated People
Limited(1), Sorbic International plc, TCOM Limited(1), VITEC Global
Limited(1).

As at the year end the percentage of the Company's portfolio held in
qualifying holdings for the purposes of Section 274 of the Income and
Corporation Taxes Act is 100%.

 

Analysis as at 31 January 2024

 

Qualifying portfolio

The portfolio of qualifying investments in the Company as at 31 January 2024
is analysed in the graph which can be found on page 18 of the full Annual
Report and Accounts, by date of initial investment and market capitalisation.
The size of the circles represents the relative size of the holdings in the
portfolio by value.

 

The top ten qualifying portfolio companies are labelled. The dates of
investments in securities held solely by Amati VCT plc prior to the merger
with Amati VCT 2 plc in May 2018, are given as the dates those securities were
originally acquired by Amati VCT plc.

 

Sector split

The portfolio of investments in the Company as at 31 January 2024 is analysed
in the graph by sector which can be found on page 18 of the full Annual Report
and Accounts. This includes a sector split of the investments within the WS
Amati UK Listed Smaller Companies Fund which in the Investment Portfolio table
above is classed as Financials.

 

Investment Policy, Investment Objectives and Investment Strategy

 

Investment Objectives

The investment objectives of the Company are to generate tax free capital
gains and regular dividend income for its shareholders while complying with
the requirements of the rules and regulations applicable to Venture Capital
Trusts ("VCTs").

 

Investment Policy

The Company's investment policy is to hold a diversified portfolio across a
broad range of sectors to mitigate risk. It makes Qualifying Investments (as
defined in the Income Tax Act 2007 (as amended)) primarily in companies traded
on AIM or on the Aquis stock exchange ("Aquis") and non-Qualifying Investments
as allowed by the VCT legislation. The Company manages its portfolio to comply
with the requirements of the rules and regulations applicable to VCTs.

 

Investment Parameters

Whilst the investment policy is to make Qualifying Investments primarily in
companies traded on AIM or Aquis, the Company may also make Qualifying
Investments in companies likely to seek a quotation on AIM or Aquis. With
regard to the non-Qualifying portfolio the Company makes investments which are
permitted under the VCT legislation, including shares or units in an
Alternative Investment Fund (AIF) or an Undertaking for Collective Investment
in Transferable Securities (UCITS) fund, and shares in other companies which
are listed on a regulated market such as the Main Market of the London Stock
Exchange. Any investments by the Company in shares or securities of another
company must not represent more than 15% of the Company's net asset value at
the time of purchase.

 

Borrowing

The Company has the flexibility to borrow money up to an amount equal to its
adjusted capital and reserves but the Board's policy is not to enter into
borrowings.

 

Investment Strategy for Achieving Objectives

The investment strategy for achieving the Company Objectives which follows is
not part of the formal Investment Policy. Any material amendment to the formal
Investment Policy may only be made with shareholder consent, but that consent
applies only to the formal Investment Policy above and not to any part of the
Strategy for Achieving Objectives or Key Performance Indicators below.

 

(a)     Qualifying Investments Strategy

The Company is likely to be a long-term investor in most Qualifying
Investments, with sales generally only being made where an investment case has
deteriorated or been found to be flawed, or to realise profits, adjust
portfolio weightings, fund new investments or pay dividends. Construction of
the portfolio of Qualifying Investments is driven by the historic investments
made by the Company and by the availability of suitable new investment
opportunities. The Manager may co-invest in companies in which other funds
managed by Amati Global Investors invest.

 

(b)     Non-Qualifying Investments Strategy

The assets of the portfolio which are not in Qualifying Investments will be
invested by the Manager on behalf of the Company in investments which are
allowable under the rules applicable to VCTs. Currently, cash not needed in
the short term is invested in a combination of the following (though ensuring
that no more than 15% of the Company's funds are invested in any one entity at
the time of purchase):

 

(i)        the WS Amati UK Listed Smaller Companies Fund (which is a UCITS
fund), or other UCITS funds approved by the Board;

(ii)       direct equity investments in small and mid-sized companies and
debt securities in each case listed on the Main Market of the London Stock
Exchange; and

(iii)       cash or cash equivalents (including money market funds)
which are redeemable within 7 days.

 

Environmental, Social and Governance ("ESG") Policies

The Investment Manager recognises that managing investments on behalf of
clients involves taking into account a wide set of responsibilities in
addition to seeking to maximise financial returns for investors. Industry
practice in this area has been evolving rapidly and Amati has been an active
participant in seeking to define and strengthen its principles accordingly.
This involves both integrating ESG considerations into the Investment
Manager's investment decision-making process as a matter of course, and also
signing up to major external bodies who are leading influencers in the
formation of industry best practice. The following is an outline of the kinds
of ESG factors that the Investment Manager will consider and question as part
of its investment process, reflecting the specific inputs and outputs of a
business.

 

·    Environmental - climate change; use of natural resources; pollution;
waste and impact on bio-diversity; and taking into account any positive
environmental impacts.

·     Social - use of human capital; potential product or service
liabilities; stakeholder opposition; and taking into account any positive
social considerations.

·    Governance - ownership and control; management structure and quality;
pay and alignment; accounting issues; business ethics; and tax transparency.

·    Human rights - weighing up the risks of activities in countries with
Freedom House Scores below 33 and based on Clean Trade principles; not
investing in companies extracting natural resources in countries which score
below 15; risk of exposure to corruption and unreliable legal frameworks; risk
of benefiting from slave labour; risk from adverse political developments
impacting a business negatively.

 

The Board is conscious of the potential impact of its investments on the
environment as well as its social and governance responsibilities. The Board
and the Manager believe that sustainable investment involves the integration
of ESG factors within the investment appraisal process and that these factors
should be considered alongside strategic, commercial and financial issues.
Further details can be found on page 28 of the full Annual Report.

 

Board Diversity of Investee Companies

The Board, through the Manager, considers board diversity to be an important
consideration in its investment decision on investee companies.

 

Key Performance Indicators

The Board expects the Manager to deliver a performance which meets the
objectives of the Company. A review of the Company's performance during the
financial year, the position of the Company at the year end and the outlook
for the coming year is contained in the Chairman's Statement and Fund
Manager's Review. The Board monitors on a regular basis a number of key
performance indicators which are typical for VCTs, the main ones being:

 

·     Compliance with HMRC VCT regulations to maintain the Company's VCT
Status. See below;

·    Net asset value and total return to shareholders (the aggregate of
net asset value and cumulative dividends paid to shareholders, assuming
dividends re-invested at ex-dividend date). See graphs on page 3 of the full
Annual Report and Accounts;

·    Comparison against the Deutsche Numis Alternative Markets Total
Return Index. See graph on page 3 of the full Annual Report and Accounts;

·     Dividend distributions. See table of investor returns above;

·     Share price. See key data above; and

·     Ongoing charges ratio. See key data above.

 

Fund Management and Key Contracts

 

Management Agreement

Amati Global Investors was appointed as Manager to the Company on 19 March
2010. Under an Investment Management and Administration Agreement dated 19
March 2010, and subsequently revised and updated in two separate agreements,
an Investment Management Deed ("IMA") and a Fund Administration, Secretarial
Services and Fund Accounting Agreement ("FASSFAA"), on 30 September 2019, the
Manager agreed to manage the investments and other assets of the Company on a
discretionary basis subject to the overall policy of the Directors. The
Company will pay to the Manager under the terms of the IMA a fee of 1.75% of
the net asset value of the Company quarterly in arrears. In November 2014,
with shareholder consent, the Company amended its non-qualifying investment
policy to permit investment in the WS Amati UK Listed Smaller Companies Fund,
a small and mid-cap fund managed by the Manager. The Company receives a full
rebate on the fees payable by the Company to the Manager within this fund
either through a reduction of fees payable by the Company or a direct payment
by the Manager.

 

Annual running costs are capped at 3.5% of the Company's net assets, any
excess being met by the Manager by way of a reduction in future management
fees. The annual running costs include the Directors' and Manager's fees,
professional fees and the costs incurred by the Company in the ordinary course
of its business (but excluding any commissions paid by the Company in relation
to any offers for subscription, irrecoverable VAT and exceptional costs,
including winding-up costs). No performance fee is payable as the Manager
waived all performance fees from 31 July 2014 onwards.

 

Administration Arrangements

Under the terms of the FASSFAA, the Investment Manager also agreed to provide
certain fund administration, company secretarial and accounting services to
the Company. As disclosed in last year's annual report, the Manager and Board
agreed that a new Company Secretary would be sought and that the Board would
contract directly with the new Company Secretary. The Board appointed Law
Debenture as Company Secretary of the Company with effect from 1 February
2022.

 

Under the FASSFAA, the Investment Manager has the right to appoint suitable
representatives to provide fund accounting and administration services to the
Company. The Manager engages Link Alternative Fund Administrators Limited to
act as fund accountant and administrator.

 

For the year ending 31 January 2024 the Company agreed to pay to the
Investment Manager a fee of £78,336 (2023: £72,000) quarterly in arrears in
respect of the provision of fund accounting and administration services. This
fee is subject to an annual increase in line with the consumer prices index.
The appointment of the Investment Manager as investment manager and/or fund
accountant and administrator may be terminated with twelve months' notice.

 

Where the Investment Manager negotiates and structures an investment directly
with a company, most commonly as a convertible loan, the Investment Manager
retains the right to charge the investee company a fee. Any legal expenses
incurred by the Investment Manager will be paid out of this fee.

 

Fund Manager's Engagement

The Board regularly appraises the performance and effectiveness of the
managerial, administration and secretarial arrangements of the Company. As
part of this process, the Board will consider the arrangements for the
provision of investment management and other services to the Company on an
ongoing basis and a formal review is conducted annually. In the opinion of the
Board, the continuing appointment of the Manager, on the terms agreed, is in
the interests of the shareholders. The Directors are satisfied that the
Manager will continue to manage the Company in a way which will enable the
Company to achieve its objectives.

 

VCT Status Adviser

Philip Hare & Associates LLP ("Philip Hare & Associates") is engaged
to advise the Company on compliance with VCT requirements. Philip Hare &
Associates review new investment opportunities, as appropriate, and review
regularly the investment portfolio of the Company. Philip Hare &
Associates work closely with the Manager but report directly to the Board.

 

Principal and Emerging Risks

The Audit Committee regularly reviews the Company's risk register, which
assesses each risk and classifies the likelihood of the risk and the potential
impact of each risk on the Company. The Board considers that the Company faces
the following major risks and uncertainties:

 

 Potential Risk                       Potential Impact                                                                 Mitigation
 Investment Risk                      A substantial portion of the Company's investments is in small AIM traded        The Board places reliance upon the skills and expertise of the Manager,
                                      companies as well as some unquoted companies. By their nature these              including its strong track record for investing in this segment of the market.
                                      investments involve a higher degree of risk than investments in larger fully     Investments are actively and regularly monitored by the Manager and the Board
                                      listed companies. These companies tend to have limited product lines and niche   receives detailed reports on the portfolio in addition to the Manager's report
                                      markets. They can be reliant on a few key individuals. They can be dependent     at regular Board meetings. The Manager also seeks to limit these risks through
                                      on securing further financing. With the changes to VCT regulations introduced    building a diversified portfolio with companies in different areas within
                                      in the Finance Act 2018 focusing investment in knowledge based companies,        sectors and markets at different stages of development.
                                      newer investments may well be made at an earlier stage in the lifecycle and

                                      may result in a reduced exposure to asset based businesses leading to
                                      increased volatility in the value of an investee company's shares. Further,

                                      the majority of the new investments will be in companies which have invested     Investments in unquoted companies in particular are subject to strict controls
                                      in developing and commercialising intellectual property, which brings with it    and investment limits in recognition of the significant risks involved. In
                                      the risk that another company might develop superior technology, or that the     relation to investments of this nature there is an expectation that the
                                      commercialisation strategy may fail. In addition, the liquidity of these         investee company is likely to seek admission to AIM, in order to de-risk the
                                      shares can be low and the share prices volatile.                                 investment, to the extent that this is possible, within an acceptable time
                                                                                                                       frame. It may be that an investment is realised via a trade sale as this
                                                                                                                       option is always a possibility. The Manager ensures Board representation or
                                                                                                                       monitoring is a requirement of the investment agreement and, if a listing or
                                                                                                                       trade sale does not occur, will continue to oversee board and operational
                                                                                                                       management performance.

 Venture Capital Trust Approval Risk  The current approval as a venture capital trust allows investors to take         To reduce this risk, the Board has appointed the Manager which has significant
                                      advantage of income tax reliefs on initial investment and ongoing tax-free       experience in venture capital trust management and is used to operating within
                                      capital gains and dividend income. Failure to meet the qualifying requirements   the requirements of the venture capital trust legislation. In addition, to
                                      could result in investors losing the income tax relief on initial investment     provide further formal reassurance, the Board has appointed Philip Hare &
                                      and loss of tax relief on any tax-free income or capital gains received. In      Associates as VCT Status Adviser to the Company. Philip Hare & Associates
                                      addition, failure to meet the qualifying requirements could result in a loss     reports every six months to the Board to confirm compliance with the venture
                                      of listing of the shares.                                                        capital legislation, to highlight areas of risk and to inform on changes in

                                                                                legislation independently.

                                      The VCT legislation contains a "sunset clause" which would have brought income

                                      tax relief to an end on 5 April 2025. Following confirmation by the Chancellor   Other tax reliefs such as tax-free dividends and exemption from capital gains
                                      in his Autumn statement that the scheme will continue, the Finance Act has now   tax would remain unaffected by the sunset clause.
                                      been passed which allows VCT income tax relief to be available for

                                      subscriptions for VCT shares until 5 April 2035. This however can only come
                                      into force when the EU gives approval. The Board understands that HM Treasury
                                      officials expect approval to be given, but the timescale for this is not yet
                                      known.

 Compliance Risk                      The Company has a premium listing on the London Stock Exchange and is required   Board members and the Manager have considerable experience of operating at
                                      to comply with the rules of the UK Listing Authority, as well as with the        senior levels within quoted businesses. In addition, the Board and the Manager
                                      Companies Act, Financial Reporting Standards and other legislation. Failure      receive regular updates on new regulations from the auditor, lawyers, the
                                      to comply with these regulations could result  in a delisting of the             Company Secretary and other professional bodies.
                                      Company's shares, or

                                      other penalties under the Companies Acts or from financial reporting oversight
                                      bodies.

                                      The Alternative Investment Fund Managers (Amendment etc.) (EU Exit)
                                      Regulations 2019 ("AIFMD") is a directive affecting the regulation of VCTs.
                                      Amati AIM VCT has been entered in the register of small, registered UK AIFMs
                                      on the Financial Services register at the Financial Conduct Authority ("FCA").
                                      As a registered firm there are a number of regulatory obligations and
                                      reporting requirements which must be met in order to maintain its status as
                                      an AIFM.

 Internal Control Risk                Failures in key controls within the Board or within the Manager's business       The Board seeks to mitigate the internal control risk by setting policy,
                                      could put assets of the Company at risk or result in reduced or inaccurate       regular reviews of performance by the Manager and service providers,
                                      information being passed to the Board or to shareholders.                        enforcement of contractual obligations and monitoring progress and compliance.

                                      Inadequate or failed controls might result in breaches of regulations or loss
                                      of shareholder trust. The Manager operates a robust risk management system
                                      which is reviewed regularly to ensure the controls in place are effective in
                                      reducing or eliminating risks to the Company.

                                      Details of the Company's internal controls are on page 41 of the full Annual
                                      Report and Accounts.

 Financial Risk                       By its nature, as a venture capital trust, the Company is exposed to market      The Company's policies for managing these risks are outlined in full in notes
                                      price risk, credit risk, liquidity risk and interest rate risk.                  16 to 19 to the financial statements below. The Company is financed wholly

                                                                                through equity.

                                      The Company has from time to time been exposed to currency risk.

 Economic Risk                        Events such as economic recession, not only in the UK, but also in the core      The Manager seeks to mitigate economic risk by seeking to adopt a suitable
                                      markets relevant to our investee companies, together with a movement in          investment style for the current point in the business cycle, and to diversify
                                      interest rates, can affect investor sentiment towards liquidity risk, and        the exposure to geographic end markets.
                                      hence have a negative impact on the valuation of smaller companies. The

                                      economic future for the UK and the wider world would appear to be as uncertain
                                      as it has ever been in the last few decades. Wars in Europe and the Middle
                                      East combine to give grave concern for the future. This follows two years of
                                      the Covid-19 pandemic and the ensuing impacts on the UK and global economies,
                                      where government debt has not been as high as it is now since World War 2.

                                      Government actions to deal with Covid-19 and to boost the economy during the
                                      pandemic resulted in rising inflation and therefore interest rates, the
                                      impacts on the cost of living being exacerbated by high energy prices caused
                                      by poor Government energy policy decision-making in the rush to go green,
                                      reliance for energy supplies on Russia and the impact of that country's
                                      invasion of Ukraine. The Covid-19 pandemic and the measures taken to control
                                      the outbreak had already led to volatility in stock markets and other
                                      financial markets in the UK and a downturn in the UK economy.

 Operational Risk                     Failure of the Manager's, or other contracted third parties', accounting         The Manager regularly reviews the performance of third-party suppliers at
                                      systems or disruption to their businesses might lead to an inability to          monthly management meetings and the Nomination Committee of the Company
                                      provide accurate reporting and monitoring or loss to shareholders.               considers third-party suppliers' performance annually. The Board considers the

                                                                                Manager's performance at every quarterly meeting.

 Concentration Risk                   Although the Company has a diversified portfolio of investments, the twenty      Portfolio weighting limits apply to the portfolio's largest holdings such that
                                      largest investments account for just over half of the total investments. A       no holding is allowed to approach a size of 10% of the portfolio, with action
                                      material fall in any one investment can have a significant impact on the         normally taken well before that level particularly where the shares have
                                      overall net asset value.                                                         become overbought with no underlying earnings justification.

 

Section 172 Statement

Directors' Duty to Promote the Success of the Company

 

This section sets out the Company's Section 172 Statement and should be read
in conjunction with the other contents of the Strategic Report. The Directors
have a duty to promote the success of the Company for the benefit of its
members as a whole and in doing so to have regard to a number of matters
including:

 

·    the likely consequences of any decision in the long term;

·    the interests of the Company's employees;

·    the need to foster business relationships with suppliers, customers
and others;

·    the impact of the company's operations on the community and the
environment;

·    the desirability of the Company maintaining a reputation for high
standards of business conduct; and

·    the need to act fairly between members of the Company.

 

As an externally managed investment company, the Company does not have
employees. Its main stakeholders therefore comprise the shareholders, the
Investment Manager, other service providers and investee companies.

 

To ensure that the Directors are aware of, and understand, their duties they
are provided with a tailored induction, including details of all relevant
regulatory and legal duties as a Director of a UK public limited company when
they first join the Board, and continue to receive regular and ongoing updates
and training on relevant legislative and regulatory developments.

 

They also have continued access to the advice and services of the Company
Secretary, and when deemed necessary, the Directors can seek independent
professional advice. The Terms of Reference of the Board's committees are
reviewed annually and describe the Directors' responsibilities and obligations
and include any statutory and regulatory duties.

 

 Stakeholder                                                                      Importance                                                                      Board Engagement
 Shareholders                                                                     Continued shareholder support and engagement are critical to the continuing     The Board places great importance on communication with its shareholders and

                                                                                existence of the business and its future growth.                                encourages shareholders to attend the AGM and an annual investor event and
                                                                                                                                                                  welcomes communication from shareholders as described more fully on page 39
                                                                                                                                                                  of the full Annual Report and Accounts.
 Investment Manager                                                               The Manager's performance is fundamental for the Company to successfully        The Board's decisions are intended to achieve the Company's objective to

                                                                                deliver its investment strategy, meet its investment objective and its          generate tax free capital gains and income on investors' funds and maintaining
                                                                                  long-term success.                                                              the Company's status as a VCT is a critical element of this.

                                                                                                                                                                  The Board regularly monitors the Company's performance in relation to its
                                                                                                                                                                  investment objectives and seeks to maintain a constructive working
                                                                                                                                                                  relationship with the Manager. Representatives of the Manager attend each
                                                                                                                                                                  quarterly board meeting and provide an update on the investment portfolio
                                                                                                                                                                  along with presenting on macroeconomic issues.  The Board also expects good
                                                                                                                                                                  standards at the companies within which the Company is invested and, as
                                                                                                                                                                  described on page 28

                                                                                                                                                                  , the Manager remains a signatory to the UK Stewardship Code, and the
                                                                                                                                                                  Principles for Responsible Investment.
 Other service providers, including:                                              In order to function as an investment trust with a premium listing on the       The Board maintains regular contact with its key external service providers,

                                                                                London Stock Exchange, the Company engages a diverse and experienced range of   and the quality of the provision of these services is considered by the Board
 the registrar, the receiving agent, the tax adviser, the auditor, the lawyers,   advisors for support with meeting all relevant obligations.                     at Board meetings, as well as being subject to a more formal annual review of
 the Company Secretary and the Fund Accountant
                                                                               both performance and fees by the Remuneration Committee.

 Investee companies                                                               The Company's performance is directly linked to the performance of its          The Manager does not have board representation in any quoted investee company

                                                                                underlying investee companies and accordingly communication with those          but does interact with Directors and senior management of quoted investee
                                                                                  entities is regarded as very important.                                         companies regularly. The Manager does ensure direct or indirect representation
                                                                                                                                                                  is achieved on the boards of unquoted companies.

                                                                                                                                                                  The Board's primary focus in promoting the long-term success of the Company
                                                                                                                                                                  for the benefit of the members as a whole is to direct the Company with a view
                                                                                                                                                                  to achieving the investment objective in a manner consistent with its stated
                                                                                                                                                                  investment policy and strategy.

 

Key decision making

The mechanisms for engaging with stakeholders are kept under review by the
Directors and discussed at Board meetings to ensure they remain effective. The
Board has policies for dividends, share buybacks and the dividend
re-investment scheme, all of which it is considered are for the benefit of
shareholders.

 

During the year the Directors discussed these and reaffirmed their commitment
to the policies. An example of a principal decision made during the year, and
how the Board fulfilled its duties under Section 172, is set out below:

 

 Principal Decision       Long-term impact                                                                Stakeholder Engagement
 Second Interim Dividend  Payment of a second interim dividend gave additional comfort that the 80% test  The Board considered how shareholders would receive a second interim dividend,
                          would be maintained, given the challenging market conditions, which had         but agreed that such a payment remained within the dividend policy and was in
                          resulted in fewer fund raises on AIM this year.                                 line with market practice, noting that other peer VCTs had also paid second
                                                                                                          interim dividends.

 

Environmental, Social and Governance ("ESG") Policies, and Responsible
Ownership

The Company has no employees and no premises and the Board has decided that
the direct impact of its activities is minimal; therefore it has no policies
relating to social, community and human rights issues. However, the Board does
consider the impact of its operations on the environment and over the past
couple of years the Board made the decision to no longer pay all cash
dividends via cheque and to no longer provide printed copies of the Company's
Half-Yearly report in order to reduce the use of paper. The Company engaged
with its shareholders on the matter.

 

The Company's indirect impact occurs through the range of organisations in
which it invests and for this it follows a policy of Responsible Ownership.

 

In terms of external validation and support, Amati Global Investors, the
Manager, is signatory to the UK Stewardship Code which aims to enhance the
quality of engagement between investors and companies to help improve
long-term risk adjusted returns to shareholders. Amati's approach to
Stewardship and Shareholder Engagement can be found at
https://www.amatiglobal.com/storage/644/Stewardship
_and_Shareholder_Engagement-v2.pdf.

 

Amati is also a signatory to the UN-supported Principles for Responsible
Investment (PRI), which works to support its international network of
signatories in incorporating ESG factors into their investment and ownership
decisions. The PRI acts in the long-term interests of its signatories, of the
financial markets and economies in which they operate and ultimately of the
environment and society as a whole.

 

Voting on portfolio investments

In 2023, the Manager voted in respect of 59 Amati AIM VCT holdings at 78
company meetings on a range of ESG issues.

 

Business Conduct

The Board takes its responsibility to prevent bribery very seriously and has a
zero-tolerance policy towards bribery. It has committed to carry out all
business in an honest and ethical manner and to act professionally, fairly and
with integrity in all its business dealings and relationships. The Manager has
its own anti-bribery and corruption policy.

 

Global Greenhouse Gas Emissions

The Company is a low energy user and is therefore exempt from the reporting
obligations under the Companies Act 2006 (Strategic Report and Directors'
Report) Regulations 2013 or the Companies (Directors' Report) and Limited
Liability Partnerships (Energy and Carbon Report) Regulations 2018,
implementing the UK Government's policy on Streamlined Energy and Carbon
Reporting. The Company has no greenhouse gas emissions or energy consumption
to report from the operations of the Company, nor does it have responsibility
for any other emission producing sources. Under listing rule 15.4.29(R), the
Company, as a closed ended investment fund, is currently exempt from complying
with the Task Force on Climate related Financial Disclosures.

 

Other Matters

VCT Regulations

The Company's investment policy is designed to ensure that it meets the
requirements of HM Revenue & Customs to qualify and to maintain approval
as a VCT:

 

(i)        The Company must, within three years of raising funds, maintain
at least 80% of its investments by VCT value (cost, or the last price paid per
share, if there is an addition to the holding) in shares or securities
comprised in qualifying holdings (this percentage rose from 70% to 80% for
accounting periods beginning on or after 6 April 2019 which for the Company
was from 1 February 2020). At least 70% by VCT value must be ordinary shares
which carry no preferential rights. A further condition requires that 30% of
new funds raised in accounting periods beginning after 5 April 2018 are to be
invested in qualifying holdings within 12 months of the accounting period
following the issuance of shares;

(ii)        The Company may not invest more than 15% of its investments
in a single company and it must have at least 10% by VCT value of its total
investments in any qualifying company in qualifying shares approved by HM
Revenue & Customs;

(iii)       To be classed as a VCT qualifying holding, companies in
which investments are made must have no more than £15 million of gross assets
at the time of investment and £16 million after investment; they must be
carrying on a qualifying trade and satisfy a number of other tests including
those outlined below; the investment must also be made for the purpose of
promoting growth or development;

(iv)       VCTs may not invest new capital in a company which has raised
in excess of £5 million (£10 million from 6 April 2018 if the company is
deemed to be a Knowledge Intensive Company) from all sources of state-aided
capital within the 12 months prior to and including the date of investment;

(v)        No investment may be made by a VCT in a company that causes
that company to receive more than £12 million (£20 million if the company is
deemed to be a Knowledge Intensive Company) of state-aid investment (including
from VCTs) over the company's lifetime. A subsequent acquisition by the
investee company of another company that has previously received State-Aid
Risk Finance can cause the lifetime limit to be exceeded;

(vi)      No investment can be made by a VCT in a company whose first
commercial sale was more than 7 years prior to date of investment, except
where previous State-Aid Risk Finance was received by the company within 7
years (10 years in each case for a Knowledge Intensive Company) or where both
a turnover test is satisfied and the money is being used to enter a new
product or geographical market;

(vii)     No funds received from an investment into a company can be used to
acquire another existing business or trade;

(viii)     Since 6 April 2016 a VCT must not make "nonqualifying"
investments except for certain specified investments held for liquidity
purposes and redeemable within seven days. These include investments in UCITS
(Undertakings for Collective Investments in Transferable Securities) funds,
AIF (Alternative Investment Funds) and in shares and securities purchased on a
Regulated Market. In each of these cases the restrictions in (iii) - (vii)
above are not applied; and

(ix)       Non-qualifying investments in AIM-quoted shares are not
permitted as AIM is not a Regulated Market.

 

During 2018, HMRC stopped issuing pre-clearance letters for VCT investments.
They are encouraging VCTs not to use the advance assurance service for
investments and have stated that where a VCT has taken reasonable steps to
ensure an investment is qualifying, the VCT status will not be withdrawn where
an investment is ultimately found to be non-qualifying.

 

The Manager and the Board rely on advice from Philip Hare & Associates
regarding the qualifying status of new investments. The Manager monitors
compliance with VCT qualifying rules on a day-to-day basis through a
combination of automated and manual compliance checks in place within the
business. Philip Hare & Associates also review the portfolio bi-annually
to ensure the Manager has complied with regulations and has reported to the
Board that the VCT has met the necessary requirements during the year.

 

PRIIPs Regulations

The Company is required to publish a Key Information Document (KID), which
sets out the key features, risks, potential future performance and costs of
PRIIPs (Packaged Retail and Insurance-based Investment Products). This
document is available at the website of Amati Global Investors:
www.amatiglobal.com.

 

Statement on Long-term Viability

In accordance with the UK Corporate Governance Code published in July 2018
(the "Code"), the Directors have carried out a robust assessment of the
prospects of the Company for the period to January 2029, taking into account
the Company's performance and emerging and principal risks, and are of the
opinion that, at the time of approving the financial statements there is a
reasonable expectation that the Company will be able to continue in operation
and meet liabilities as they fall due over that period.

 

To come to this conclusion the Manager prepares and the Directors consider an
income statement and cash flow forecast for the next five years, which is
considered to be an appropriate time period due to its consistency with the UK
Government's tax relief minimum holding period for an investment in a VCT.
This time frame allows for forecasts to be made to allow the Board to provide
shareholders with reasonable assurance over the viability of the Company. In
making their assessment the Directors have taken into account the nature of
the Company's business and Investment Policy, its risk management policies,
the diversification of its portfolio, the cash holdings and the liquidity of
non-qualifying investments.

 

The Directors have considered in particular the likely economic effects and
the impacts on the Company's operations of the war taking place in Ukraine,
rising inflation and interest rates.

 

The longer-term economic outlook is very difficult to predict but in
considering preparing the long term viability of the Company the Directors
noted the Company holds a portfolio of liquid investments and cash balances
whose value is a multiple of liabilities.

 

Other Disclosures

The Company had no employees during the year and has three non-executive
directors, two of whom are female and one is male.

 

On behalf of the Board

 

Fiona Wollocombe

Chairman

 

11 April 2024

 

Extracts from the Directors' Remuneration Report

 

Directors' fees for the year (Audited)

The fees payable to individual Directors in respect of the year ended 31
January 2024 are shown in the table below.

 

                   Year ended 31 January 2024

                   (audited)
                   Fees    Taxable benefits(†)    Total   Total Fixed remuneration  Total variable remuneration

                   £       £                      £       £                         £
 Julia Henderson   26,462  525                    26,987  26,462                    -
 Brian Scouler     28,579  -                      28,579  28,579                    -
 Fiona Wollocombe  30,697  -                      30,697  30,697                    -
                   85,738  525                    86,263  85,738                    -

 

 

                     Year ended 31 January 2023

                     (audited)
                     Fees     Taxable benefits(†)    Total    Total Fixed remuneration  Total variable remuneration

                     £        £                      £        £                         £
 Peter Lawrence*     10,130   531                    10,661   10,130                    -
 Julia Henderson     24,500   303                    24,803   24,500                    -
 Susannah Nicklin**  15,333   363                    15,696   15,333                    -
 Brian Scouler       26,000   -                      26,000   26,000                    -
 Fiona Wollocombe    27,019   -                      27,019   27,019                    -
                     102,982  1,197                  104,179  102,982                   -

 

† Reimbursement of travel expenses

* retired at the end of the AGM on 16 June 2022

** resigned on 19 September 2022

 

Directors are remunerated exclusively by fixed fees and do not receive
bonuses, share options, long-term incentives, pension or other benefits. There
have been no payments to past Directors during the financial year ended 31
January 2024, whether for loss of office or otherwise.

 

Directors' shareholdings (Audited)

The Directors who held office at 31 January 2024 and their interests in the
shares of the Company (including beneficial and family interests) were:

 

                   31 January 2024              31 January 2023
                   Shares held  % of issued     Shares held  % of issued

                                share capital                share capital
 Julia Henderson   22,376       0.01            22,376       0.01
 Brian Scouler     69,341       0.05            63,806       0.04
 Fiona Wollocombe  19,763       0.01            19,763       0.01

 

The Company confirms that it has not set out any formal requirements or
guidelines for a Director to own shares in the Company.

 

 

On behalf of the Board

 

Julia Henderson

Chairman of the Remuneration Committee

 

11 April 2024

 

 

Statement of Directors' Responsibilities

The Directors are responsible for preparing the annual report and the
financial statements in accordance with UK Financial Reporting Standards and
applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors are required to prepare the
company's financial statements and have elected to prepare the company
financial statements in accordance with UK Financial Reporting Standards.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the company and of the profit or loss for the company for that
period.

 

In preparing these financial statements, the Directors are required to:

 

·     select suitable accounting policies and then apply them
consistently;

 

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

 

·     state whether they have been prepared in accordance with UK
Financial Reporting Standards, subject to any material departures disclosed
and explained in the financial statements;

 

·     prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the group and the company will continue in
business;

 

·     prepare a directors' report, a strategic report and directors'
remuneration report which comply with the requirements of the Companies Act
2006.

 

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies
Act 2006.

 

They are also responsible for safeguarding the assets of the company and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities. The Directors are responsible for ensuring that the
annual report and accounts, taken as a whole, are fair, balanced, and
understandable and provide the information necessary for shareholders to
assess the group's performance, business model and strategy.

 

Website Publication

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

 

Directors' responsibilities pursuant to DTR4

The Directors confirm to the best of their knowledge:

 

·    The financial statements have been prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit and loss of the company.

·    The annual report includes a fair review of the development and
performance of the business and the financial position of the company,
together with a description of the principal risks and uncertainties that it
faces.

 

On behalf of the Board

 

 

Fiona Wollocombe

Chairman

 

11 April 2024

 

Income Statement

for the year ended 31 January 2024

 

                                                       Note  2024      2024      2024      2023      2023      2023

                                                             Revenue   Capital   Total     Revenue   Capital   Total

                                                             £'000     £'000     £'000     £'000     £'000     £'000
 Loss on investments                                   8     -         (44,781)  (44,781)  -         (55,748)  (55,748)
 Gain on current asset investments                           -         55        55        -         -         -
 Foreign exchange losses                                     -         (32)      (32)      -         -         -
 Investment Income                                     2     3,196     -         3,196     1,810     -         1,810
 Management fee                                        3     (676)     (2,029)   (2,705)   (930)     (2,788)   (3,718)
 Other expenses                                        4     (537)      (13)     (550)     (588)     -         (588)
 Profit/(loss) on ordinary activities before taxation        1,983     (46,800)  (44,817)  292       (58,536)  (58,244)
 Taxation on ordinary activities                       5     -         -         -         -         -         -
 Profit/(loss) and total                                     1,983     (46,800)  (44,817)  292       (58,536)  (58,244)

 comprehensive income attributable to shareholders
 Basic and diluted earnings/(loss) per ordinary share  7     1.31p     (31.02)p  (29.71)p  0.19p     (38.99)p  (38.80)p

 

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 in accordance with The Association of Investment Companies'
Statement of Recommended Practice ('AIC SORP'). There is no other
comprehensive income other than the results for the year discussed above.
Accordingly a Statement of Total Comprehensive Income is not required.

 

All the items above derive from continuing operations of the Company.

 

The notes below form part of these financial statements.

 

Statement of Changes in Equity

for the year ended 31 January 2024

 

                                                            Non-distributable reserves                                   Distributable reserves
                                                            Share     Share      Merger    Capital      Capital          Special    Capital           Revenue   Total

                                                            capital   premium    reserve   redemption   reserve          reserve    reserve           reserve   reserves

                                                            £'000     £'000      £'000     reserve      (non-            £'000      (distributable)   £'000     £'000

                                                                                           £'000        distributable)              £'000

                                                                                                        £'000
 Opening balance as at 1 February 2023                      7,578     940        425       908          12,918           177,385    3,108             (1,981)   201,281
 (Loss)/profit and total comprehensive income for the year  -         -          -         -            (37,561)                    (9,239)           1,983     (44,817)
 Contributions by and distributions to shareholders:
 Repurchase of shares                                       (142)                          142                           (2,896)                                (2,896)
 Shares issued                                              117       2,251                                                                                     2,368
 Costs of share issues                                      -         (54)       -         -            -                                                       (54)
 Dividends paid                                             -         -          -         -            -                12,804                                 (12,804)
 Closing balance as at 31 January 2024                      7,553     3,137      425       1,050        (24,643)         161,685    (6,131)           2         143,078

 for the year ended 31 January 2023

 Opening balance as at 1 February 2022                      6,836     109,545    425       819          80,666           57,160     (6,104)           (2,273)   247,074
 (Loss)/profit and total comprehensive income for the year  -         -          -         -            (67,748)         -          9,212             292       (58,244)
 Contributions by and distributions to shareholders:
 Repurchase of shares                                       (89)      -          -         89           -                (2,451)    -                 -         (2,451)
 Shares issued                                              831       26,351     -         -            -                -          -                 -         27,182
 Costs of share issues                                      -         (132)      -         -            -                -          -                 -         (132)
 Dividends paid                                             -         -          -         -            -                (12,110)   -                 -         (12,110)
 Cancellation of share premium*                             -         (134,824)  -         -            -                134,824    -                 -         -
 Expenses in relation to cancellation                       -         -          -         -            -                (38)       -                 -         (38)

 of share premium account
 Closing balance as at 31 January 2023                      7,578     940        425       908          12,918           177,385    3,108             (1,981)   201,281

*Following Court approval and the subsequent registration of the Court order
with the Registrar of Companies on 14 September 2022, the cancellation of the
Company's share premium account became effective and an amount of
£134,824,000 was transferred from the Share Premium account to the Special
Reserve. The Special Reserve is available for distribution as determined in
accordance with the Companies Act 2006 and HMRC rules specific to venture
capital trusts.

 

The accompanying notes below are an integral part of these financial
statements.

 

Balance Sheet

as at 31 January 2024

                                                 Notes  2024      2023

                                                        £'000     £'000
 Fixed assets
 Investments held at fair value                  8      98,220    142,354

 Current assets
 Debtors                                         9      261       329
 Money market funds                              9      30,547    -
 Cash at bank                                    10     15,003    59,595
                                                        45,811    59,924

 Current liabilities
 Creditors: amounts falling due within one year  11     (953)     (997)
                                                        (953)     (997)

 Net current assets                                     44,858    58,927
 Total assets less current liabilities                  143,078   201,281

 Capital and reserves
 Called-up share capital*                        12     7,553     7,578
 Share premium account*                                 3,137     940
 Merger reserve*                                        425       425
 Capital redemption reserve*                            1,050     908
 Capital reserve (non-distributable)*                   (24,643)  12,918
 Special reserve                                        161,685   177,385
 Capital reserve (distributable)                        (6,131)   3,108
 Revenue reserve                                        2         (1,981)

 Equity shareholders' funds                             143,078   201,281

 Net asset value per share                       13     94.7p     132.8p

 

* These reserves are not distributable.

 

The financial statements above and below were approved and authorised for
issue by the Board of Directors on 11 April 2024 and were signed on its behalf
by

 

Fiona Wollocombe

Chairman

 

Company Number 04138683

 

The accompanying notes below are an integral part of these financial
statements.

 

Statement of Cash Flows

for the year ended 31 January 2024

 

                                                                                2024      2023
                                                                                £'000     £'000
 Cash flows from operating activities
 Investment income received                                                     2,204     1,299
 Investment management fees paid                                                (2,957)   (3,910)
 Transaction costs                                                              (13)      -
 Other operating costs                                                          (559)     (572)
 Net cash outflow from operating activities                                     (1,325)   (3,183)

 Cash flows from investing activities
 Purchase of investments                                                        (13,276)  (12,422)
 Sale of investments                                                            12,887    31,166
 Purchase of current assets                                                     (69,952)  -
 Disposal of current assets                                                     40,229    -
 Net cash (outflow)/inflow from investing activities                            (30,112)  18,744
 Net cash (outflow)/inflow before financing activities                          (31,437)  15,561

 Cash flows from financing activities
 Proceeds of share issues*                                                      -         24,931
 Issue costs                                                                    (35)      (132)
 Share buy-backs                                                                (2,684)   (2,701)
 Equity dividends paid                                                          (10,436)  (9,859)
 Costs of share premium cancellation                                            -         (38)
 Net cash (outflow)/inflow from financing activities                            (13,155)  12,201

 (Decrease)/increase in cash                                                    (44,592)  27,762

 Opening cash & cash equivalents                                                59,595    31,833

 Closing cash & cash equivalents                                                15,003    59,595

 Reconciliation of Loss on Ordinary Activities Before Taxation to Net Cash
 Outflow from Operating Activities
 Loss on ordinary activities before taxation                                    (44,817)  (58,244)
 Loss on investments                                                            44,781    55,748
 Gain on current assets                                                         (55)      -
 Foreign exchange loss on currency balances                                     32        -
 Less dividends reinvested                                                      (1,059)   (223)
 Decrease in creditors                                                          (275)     (188)
 Increase/(decrease) in debtors                                                 68        (276)

 Net cash outflow from operating activities                                     (1,325)   (3,183)

 

*Adjusted to exclude non-cash dividends re-invested under the Dividend
Re-investment Scheme.

 

The accompanying notes below are an integral part of these financial
statements.

 

Notes to the Financial Statements

 

1          Accounting Policies

 

Basis of Accounting

The financial statements have been prepared under FRS 102 'The Financial
Reporting Standard applicable in the UK and Republic of Ireland' and in
accordance with the AIC SORP.

 

Basis of Preparation

The functional currency of the Company is Pounds Sterling because this is the
currency of the primary economic environment in which the Company operates.
The financial statements are presented in Pounds Sterling rounded to the
nearest thousand, except where otherwise indicated.

 

Going Concern

The financial statements have been prepared on a going concern basis and on
the basis that the Company maintains its VCT Status.

 

The Directors have made an assessment of the Company's ability to continue as
a going concern and are satisfied that the Company has adequate resources to
continue in operational existence for a period of 12 months from the date
these financial statements were approved.

 

In making this assessment, the Directors have considered in particular the
likely impacts of international and economic uncertainties on the Company,
operations and investment portfolio.

 

The Directors noted that the Company, with the current cash balance and
holding a portfolio of liquid listed investments, is able to meet the
obligations of the Company as they fall due. The cash available enables the
Company to meet any funding requirements and finance future additional
investments. The Company is a closed-end fund, where assets are not required
to be liquidated to meet day-to-day redemptions.

 

The Directors have reviewed stress testing and scenario analysis prepared by
the Investment Manager to assist them in assessing the impact of changes in
market value and income with associated cash flows. In making this assessment,
the Investment Manager has considered plausible downside scenarios. These
tests included the modelling of a reduction in income of 50%, increase in
costs of 50% and a reduction in net asset value of 50%, any or all of which
could apply to any set of circumstances in which asset value and income are
significantly impaired. It was concluded that in a plausible downside
scenario, the Company could continue to meet its liabilities. Whilst the
economic future is uncertain, and the Directors believe that it is possible
the Company could experience further reductions in income and/or market value,
the opinion of the Directors is that this should not be to a level which would
threaten the Company's ability to continue as a going concern.

 

The Directors, the Investment Manager and the Company's other service
providers have put in place contingency plans to minimise disruption. The
Board was satisfied that there has been minimal impact to the services
provided during the year and is confident that this will continue.
Furthermore, the Directors are not aware of any material uncertainties that
may cast significant doubt on the Company's ability to continue as a going
concern, having taken into account the liquidity of the Company's investment
portfolio and the Company's financial position in respect of its cash flows,
borrowing facilities and investment commitments (of which there are none of
significance). Therefore, the financial statements have been prepared on the
going concern basis.

 

Segmental Reporting

The Directors are of the opinion that the Company is engaged in a single
segment of business, being investment business. The Company primarily invests
in companies listed in the UK.

 

Judgements and Key Sources of Estimation Uncertainty

The preparation of the Financial Statements requires management to make
judgments, estimates and assumptions that affect the application of policies
and reported amounts in the financial statements. The estimates and associated
assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstances, the results of which
form the basis of making judgements about carrying values of assets and
liabilities and the allocation of income and expenses that are not apparent
from other sources. The nature of estimation means that the actual outcomes
could differ from those estimates, possibly significantly.

 

The most critical estimates and judgments relate to the determination of
carrying value of unquoted investments at fair value through profit or loss.
The policies for these are set out in the notes to the financial statements
below. The Company values unquoted investments by following the International
Private Equity Venture Capital Valuation ("IPEV") guidelines. Further areas
requiring judgement and estimation are recognising and classifying unusual or
special dividends received as either capital or revenue in nature. The
estimates and underlying assumptions are reviewed on an ongoing basis. There
are no further significant judgements or estimates in these financial
statements.

 

Income

Dividends receivable on quoted equity shares are taken to revenue on an
ex-dividend basis except where, in the opinion of the Directors, their nature
indicates they should be recognised in the Capital Account. Where no
ex-dividend date is quoted, dividends are brought into account when the
Company's right to receive payment is established.

 

Fixed returns on non-equity shares and debt securities are recognised on a
time apportionment basis, provided there is no reasonable doubt that payment
will be received in due course.

 

Interest receivable is included in the accounts on an accruals basis. Where
interest is rolled up or payable on redemption it is recognised as income
unless there is reasonable doubt as to its receipt.

 

All other income is accounted for on a time-apportioned accrual basis and is
recognised in the Income Statement.

 

Costs in relation to the purchase or sale of investments are recognised as a
capital expense.

 

Expenses

All expenses are accounted for on an accruals basis. In respect of the
analysis between revenue and capital items presented within the income
statement, all expenses have been prescribed as revenue items except as
follows:

 

Expenses are split and presented partly as capital items where a connection
with the maintenance or enhancement of the value of the investments held can
be demonstrated, and accordingly the investment management fee is currently
allocated 25% to revenue and 75% to capital, which reflects the Directors'
expected long-term view of the nature of the investment returns of the
Company.

 

Issue costs in respect of ordinary shares issued by the Company are deducted
from the share premium account.

 

Transaction costs in relation to the purchase and sale of investments are
allocated to capital. Prior to 1 February 2023 these were included within the
cost and/or disposal of investment.

 

Taxation

Deferred taxation is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date. Deferred tax assets are
only recognised when they arise from timing differences where recovery in the
foreseeable future is regarded as more likely than not. Timing differences are
differences arising between the Company's taxable profits and its results as
stated in the financial statements which are capable of reversal in one or
more subsequent periods. Deferred tax is not discounted.

 

Current tax is expected tax payable on the taxable income for the year, using
tax rates enacted or substantively enacted at the balance sheet date and any
adjustment to tax payable in respect of previous years. The tax effect of
different items of expenditure is allocated between revenue and capital on the
same basis as a particular item to which it relates, using the Company's
effective rate of tax, as applied to those items allocated to revenue, for the
accounting year.

 

No tax liability arises on gains from sales of fixed asset investments by the
Company by virtue of its VCT status.

 

Investments

In accordance with FRS 102, Sections 11 and 12, all investments held by the
Company are designated as held at fair value upon initial recognition and are
measured at fair value through profit or loss in subsequent accounting
periods. Investments are initially recognised at cost, being the fair value of
the consideration given. After initial recognition, investments are measured
at fair value, with changes in the fair value of investments recognised in the
Income Statement and allocated to capital. Realised gains and losses on
investments sold are calculated as the difference between sales proceeds and
cost. Until 31 January 2023, included within this heading were transaction
costs in relation to the purchase and sale of investments. However, from 1
February 2023 transaction costs in relation to the purchase or sale of
investments have been recognised as a capital expense.

 

In respect of investments that are traded on AIM or are fully listed, these
are valued at bid prices at close of business on the Balance Sheet date.
Investments traded on SETS (London Stock Exchange's electronic trading
service) are valued at the last traded price as this is considered to be a
more accurate indication of fair value.

 

Fair values for unquoted investments, or for investments for which the market
is inactive, are established by using various valuation techniques in
accordance with IPEV guidelines. These are constantly monitored for value and
impairment. The fair values are approved by the Board. The shares may be
valued by using the most appropriate methodology recommended by the IPEV
guidelines, including revenue multiples, net assets, discounted cashflows and
industry valuation benchmarks.

 

Convertible loan stock instruments are valued using present value of future
payments discounted at a market value of interest for a similar loan and
valuing the option at fair value.

 

The valuation of the Company's investment in WS Amati UK Listed Smaller
Companies Fund is based on the published share price. The valuation is
provided by the Authorised Corporate Director of the fund, Waystone Fund
Managers Limited.

 

Foreign Currency

Foreign currency assets and liabilities are translated into sterling at the
exchange rates ruling at the balance sheet date. Transactions during the year
are converted into sterling at the rates ruling at the time the transactions
are executed. Any gain or loss arising from a change in exchange rate
subsequent to the date of the transaction is included as an exchange gain or
loss in the capital reserve or the revenue account depending on whether the
gain or loss is of a capital or revenue nature.

 

Financial Instruments

The Company classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability or an equity
instrument in accordance with the substance of the contractual arrangement.
Financial instruments are recognised on trade date when the Company becomes a
party to the contractual provisions of the instrument. All financial
instruments are designated upon initial recognition as held at fair value
through profit or loss, and are measured at subsequent reporting dates at fair
value, with changes in the fair value recognised in the Income Statement and
allocated to capital.

 

Financial instruments are derecognised on the trade date when the Company is
no longer a party to the contractual provisions of the instrument.

 

Cash at Bank

For the purposes of the Balance Sheet, cash comprises cash in hand and demand
deposits.

 

Demand deposits are short term deposits with deposit taking banks readily
realisable at the Company's discretion.

 

For the purposes of the Statement of Cash Flows, cash consist of cash at bank
and demand deposits as defined above, net of outstanding bank overdrafts when
applicable.

 

Current Asset Investments

Current asset investments comprise of investments in money market funds and
are designated as Fair Value through Profit or Loss. Gains and losses arising
from changes in fair value of current investments are recognised as part of
the capital return within the income statement and allocated to the capital
reserve.

 

The current asset investments are readily convertible into cash at the choice
of the Company within seven days. The money market funds are used to enhance
returns on surplus cash awaiting investment. These are actively managed and
the performance evaluated by the Investment Manager.

 

Debtors

Trade receivables, prepayments and other debtors are measured at amortised
cost or estimated fair value, with balances revalued for exchange rate
movements. Any losses arising from impairment are recognised in the income
statement in other operating expenses upon notification.

 

Creditors

Trade payables and accruals are measured at amortised cost and revalued for
exchange rate movements.

 

Dividends Payable

Final dividends are included in the financial statements when they are
approved by shareholders. Interim dividends payable are included in the
financial statements on the date on which they are paid.

 

Share Premium

The share premium account is a non-distributable reserve which represents the
accumulated premium paid on the issue of shares in previous periods over the
nominal value, net of any expenses.

 

Merger Reserve

The merger reserve is a non-distributable reserve which originally represented
the share premium on shares issued when the Company merged with Singer &
Friedlander AIM VCT and Singer & Friedlander AIM 2 VCT in February 2006.
The merger reserve is released to the realised capital reserve as the assets
acquired as a consequence of the merger are subsequently disposed of or
permanently impaired. There have been no disposals of these assets during the
year.

 

Capital Redemption Reserve

The capital redemption reserve represents non-distributable reserves that
arise from the purchase and cancellation of shares.

 

Special Reserve

The special reserve was created by the cancellation of the share premium
account by order of the Court and forms part of the distributable reserves.
Distributions may be restricted as determined in accordance with the Companies
Act 2006 and HMRC rules specific to venture capital trusts. The following
items are taken to this reserve:

•     costs of share buybacks; and

•     dividends payable to shareholders.

 

Capital Reserve

The following are taken to the capital reserve through the capital column in
the Income Statement:

 

Capital reserve - other, forming part of the distributable reserves:

·    gains and losses on the disposal of current investments;

·    realised exchange gains and losses of a capital nature;

·    expenses allocated to this reserve in accordance with the above
policies; and

·    capital expenses.

 

Capital reserve - investment holding gains, not distributable:

·    increase and decrease in the value of investments held at the year
end; and

·    unrealised exchange gains of a capital nature.

 

Revenue Reserve

The revenue reserve represents accumulated profits and losses and any surplus
profit is distributable by way of dividends.

 

2          Income

                                    Year to      Year to

                                    31 January   31 January

                                    2024         2023

                                    £'000        £'000
 Dividends from UK companies        835          843
 Dividends from money market funds  1,372            -
 UK loan stock interest             253          447
 Interest from deposits             736          519
 Other income                       -            1
                                    3,196        1,810

 

3          Management Fees

The Manager provides investment management and fund accounting and
administration services to the Company under an Investment Management
Agreement ("IMA") and a Fund Administration, Secretarial and Fund Accounting
Agreement ("FASSFAA"). Details of these agreements are given above.

 

Under the IMA the Manager receives an investment management fee of 1.75% of
the net asset value of the Company quarterly in arrears.

 

The Company received a rebate of its management fee for the investment in the
WS Amati UK Listed Smaller Companies Fund.

 

The investment management fee for the year was as follows:

                                                                        Year to      Year to

                                                                        31 January   31 January

                                                                        2024         2023

                                                                        £'000        £'000
 Due to the Manager by the Company at 1 February                        857          1,049
 Investment management fee charged to revenue and capital for the year  2,705        3,718
 Fees paid to the Manager during the year                               (2,957)      (3,910)
 Due to the Manager by the Company at 31 January                        605          857

 

In addition to the investment management fee the Manager also received a fund
accounting and administration fee of £78,000 (2023: £72,000) paid quarterly
in arrears. See note 4.

 

No performance fee is payable in respect of the year ended 31 January 2024, as
the Manager has waived all performance fees from 31 July 2014 onwards.

 

Annual running costs are capped at 3.5% of the Company's net assets. If the
annual running costs of the Company in any year are greater than 3.5% of the
Company's average net assets over the period, the excess is met by the Manager
by way of a reduction in future management fees. The annual running costs
include the Directors' and Manager's fees, professional fees and the costs
incurred by the Company in the ordinary course of its business (but excluding
any commissions paid by the Company in relation to any offers for
subscription, any performance fee payable to the Manager, irrecoverable VAT
and exceptional costs, including winding-up costs). Annual running costs as a
percentage of net assets are 1.8%.

 

There was no excess of expenses for the year ended 31 January 2024 nor for the
prior year.

 

4          Other Expenses

                                                                   Year to      Year to

                                                                   31 January   31 January

                                                                   2024         2023

                                                                   £'000        £'000
 Income:
 Directors' remuneration                                           86           103
 Directors' employer's national insurance                          3            9
 Directors' expenses                                               1            2
 Auditor's remuneration - audit of statutory financial statements  50           45
 Administration fee                                                78           71
 Company secretarial services                                      55           48
 Other expenses                                                    264          310
 Total income expenses                                             537          588
 Capital:
 Transaction costs on investment transactions charged to capital   13           -
 Total                                                             550                      588

 

The Company has no employees. The Directors are therefore the only key
management personnel.

 

Details of Directors' remuneration are provided in the audited section of the
directors' remuneration report on page 44 of the full Annual Report and
Accounts.

 

5          Tax on Ordinary Activities

5a        Analysis of charge for the year

                      Year to      Year to

                      31 January   31 January

                      2024         2023

                      £'000        £'000
 Charge for the year  -            -

 

5b       Factors affecting the tax charge for the year

                                                            Year to      Year to

                                                            31 January   31 January

                                                            2024         2023

                                                            £'000        £'000
 Loss on ordinary activities before taxation                (44,817)     (58,244)
 Corporation tax at standard rate of 24.03% (2023: 19.00%)  (10,770)     (11,066)
 Effect of:
 Non-taxable dividends                                      (201)        (160)
 Non-taxable losses on investments                          10,748       10,592
 Movement in excess management expenses                     212          634
 Non-deductible expenses                                    11                 -
 Tax charge for the year (note 5a)                          -            -

 

Due to the Company's tax status as an approved Venture Capital Trust, deferred
tax has not been provided on any capital gains arising on the disposal or
valuation of investments as such gains are not taxable. We remain of the view
that the provisions of CTA 2009 sections 396 and 641 apply to treat any
gains/losses on loan instruments as taxable under the chargeable gains
provisions in TCGA 1992 and further exempt the VCT from tax under the
provisions in s100.

 

No deferred tax asset has been recognised on surplus management expenses
carried forward as it is not envisaged that future taxable profits will be
available against which the Company can use the benefits. The amount of
unrecognised deferred tax asset is £7,047,000 (31 January 2023: £6,827,000)
based on a corporate tax rate of 25%.

 

6          Dividends

Amounts recognised as distributions to equity holders during the year:

 

                                                                                2024      2024      2023      2023

                                                                                Revenue   Capital   Revenue   Capital

                                                                                £'000     £'000     £'000     £'000
 Final dividend for the year ended 31 January 2023 of 3.50p per ordinary share  -         5,275     -         -
 paid on 21 July 2023
 Interim dividend for the year ended 31 January 2024 of 2.50p per ordinary      -         3,761     -         -
 share paid on 24 November 2023
 Second interim dividend for the year ended 31 January 2024 of 2.50p per        -         3,768     -         -
 ordinary share paid on12 January 2024
 Final dividend for the year ended 31 January 2022 of 4.50p per ordinary share  -         -         -         6,803
 paid on 22 July 2022
 Interim dividend for the year ended 31 January 2023 of 3.50p per ordinary      -         -         -         5,307
 share paid on 25 November 2022
                                                                                -         12,804    -         12,110

 

Set out below are the interim and final dividends paid or proposed on ordinary
shares in respect of the financial year:

 

                                                                            2024      2024      2023      2023

                                                                            Revenue   Capital   Revenue   Capital

                                                                            £'000     £'000     £'000     £'000
 Interim dividend for the year ended 31 January 2024 of 2.50p per ordinary  -         3,761     -         5,307
 share (2023: 3.50p)
 Second interim dividend for the year ended 31 January 2024 of 2.50p per    -         3,768     -         -
 ordinary share (2023: 0.00p)
 Final dividend declared for the year ended 31 January 2023 of 3.50p per    -         -         -         5,287
 ordinary share
                                                                            -         7,529     -         10,594

 

 

7          Earnings per Share

          2024                                         2023
          Net profit/ (loss)  Weighted     Basic and   Net profit/ (loss)  Weighted     Basic and

          £'000               average      diluted     £'000               average      diluted

                              shares       Earnings                        shares       Earnings

                                           per share                                    per share

                                           pence                                        pence
 Revenue  1,983               -            1.31        292                              0.19
 Capital  (46,800)            -            (31.02)     (58,536)                         (38.99)
 Total    (44,817)            150,837,712  (29.71)     (58,244)            150,110,568  (38.80)

 

 

8          Investment

                                                                               Level 1*  Level 2*  Level 3*  Total
                                                                               £'000     £'000     £'000     £'000
 Opening cost as at 1 February 2023                                            120,593   -         9,071     129,664
 Opening investment holding gains/(losses)                                     17,246    -         (4,328)   12,918
 Opening unrealised loss recognised in realised reserve                        (228)     -         -         (228)
 Opening fair value as at 1 February 2023                                      137,611   -         4,743     142,354
 Analysis of transactions during the year:
 Purchases at cost*                                                            11,051    -         2,500     13,551
 Transfer to Level 1                                                           4         -         (4)       -
 Disposals- proceeds received                                                  (12,904)  -         -         (12,904)
 - realised loss on disposals                                                  (8,927)   -         -         (8,927)
 (Decrease) in investment holding gains during the year                        (34,925)  -         (929)     (35,854)
 Closing fair value as at 31 January 2024                                      91,910    -         6,310     98,220
 Closing cost as at 31 January 2024                                            111,689   -         11,542    123,231
 Closing investment holding gains/(losses) as at 31 January 2024               (19,551)  -         (5,232)   (24,783)
 Closing unrealised loss recognised in realised reserve as at 31 January 2024  (228)     -         -         (228)
 Closing fair value as at 31 January 2024                                      91,910    -         6,310     98,220
 Equity shares                                                                 91,910    -         2,151     94,061
 Convertible loan notes                                                        -         -         4,159     4,159
 Closing fair value as at 31 January 2024                                      91,910    -         6,310     98,220

 

Holdings of ordinary shares in unquoted companies rank pari passu for voting
purposes.

 

The Company received £12,904,000 (2023: £29,247,000) from the sale of
investments in the year. The book cost of these investments when they were
purchased was £21,831,000 (2023: £18,509,000). These investments have been
revalued over time and until they were sold any unrealised gains/(losses) were
included in the fair value of the investments.

 

                                                   2024      2023

                                                   £'000     £'000
 Realised losses on disposal                       (8,927)   (4,156)
 Unrealised losses on investments during the year  (35,854)  (51,592)
 Net losses on investments                         (44,781)  (55,748)

 

Transaction Costs

During the year the Company incurred transaction costs of £nil (31 January
2023: £nil) and £13,000 (31 January 2023: £14,000) on purchases and sales
of investments respectively. These amounts are included in capital expenses;
(2023: included in investment gains on investments) as disclosed in the Income
Statement.

 

9          Current assets: Debtors and money market funds

                                 2024     2023

                                 £'000    £'000
 Prepayments and accrued income  261      329
 Money market funds              30,547   -
                                 30,808   329

 

10        Cash at bank

                  2024     2023

                  £'000    £'000
 Cash at bank     3,003    59,595
 Cash on deposit  12,000   -
                  15,003   59,595

 

11        Creditors: Amounts Falling due within One Year

                              2024     2023

                              £'000    £'000
 Payable for share buybacks   212      -
 Fundraising costs            19       -
 Accruals and other payables  722      997
                              953      997

 

The Company at 31 January 2024 had commitments of £1,000,000 to invest in
qualifying holdings (2023: nil).

 

12        Share Capital

                                                2024         2024     2023         2023
 Ordinary shares (5p shares)                    Number       £'000*   Number       £'000*
 Allotted, issued and fully paid at 1 February  151,548,993  7,578    136,720,797  6,836
 Issued during the year                         2,351,086    117      16,617,329   831
 Repurchase of own shares for cancellation      (2,830,255)  (142)    (1,789,133)  (89)
 At 31 January                                  151,069,824  7,553    151,548,993  7,578

* nominal value

 

During the year a total of 2,830,255 ordinary shares of 5p each were purchased
by the Company at an average price of 101.8p per share.

 

Further details of the Company's share capital and associated rights are shown
in the Directors' Report on page 33 of the full Annual Report and Accounts.

 

13        Net Asset Value per Ordinary Share

                 2024                              2023
                 Net      Ordinary     NAV         Net assets  Ordinary     NAV

                 assets   shares       per share   £'000       shares       per share

                 £'000                 pence                                pence
 Ordinary share  143,078  151,069,824  94.7        201,281     151,548,993  132.8

 

14        Significant Interests

The Company has the following significant interests (amounting to an
investment of 3% or more of the equity capital of an undertaking):

 

                                % held
 Northcoders Group plc          13.8
 Getech Group plc               11.5
 Velocity Composites plc        10.6
 Fadel Partners, Inc            10.3
 Ixico plc                      10.1
 Tan Delta Systems plc          9.8
 Aurrigo International plc      9.8
 One Media iP Group plc         8.0
 Hardide plc                    7.7
 Cordel Group plc               7.6
 Zenova Group plc               7.2
 Block Energy plc               7.1
 Intelligent Ultrasound plc     6.7
 Ensilica plc                   6.0
 Itaconix plc                   5.8
 Fusion Antibodies plc          5.6
 Byotrol plc                    5.5
 Sosander plc                   5.0
 Water Intelligence plc         4.7
 Polarean Imaging plc           4.6
 Rosslyn Data Technologies plc  4.0
 Saietta Group plc              3.7
 Kinovo plc                     3.4
 Eden Research plc              3.1
 Strip Tinning Holdings plc     3.1

 

15        Financial Instruments

The Company's financial instruments comprise equity and fixed interest
investments, cash balances and liquid resources including debtors and
creditors. The Company holds financial assets in accordance with its
investment policy to invest in qualifying investments predominantly in AIM
traded companies, money market funds, or companies to be traded on AIM.

 

Classification of financial instruments

The Company held the following categories of financial instruments at 31
January:

                                                                      2024     2023

                                                                      £'000    £'000
 Assets at fair value through profit or loss:
 Investments                                                          98,220   142,354
 Money market funds                                                   30,547   -
 Cash at bank and demand deposits                                     15,003   59,595
 Creditors (amounts due within one year) measured at amortised cost:
 Payable for share repurchases outstanding                            (212)    -
 Accrued expenses and other payables                                  (741)    (997)
 Total for financial instruments                                      142,817  200,952

 

The investments are measured at fair value through profit or loss. The
Company's investing activities expose it to various types of risk that are
associated with the financial instruments and markets in which it invests. The
most important types of financial risk to which the Company is exposed are
market risk, credit risk, currency and liquidity risk. The nature and extent
of the financial instruments outstanding at the balance sheet date and the
risk management policies employed by the Company are discussed below.

 

The Company measures fair values using the following fair value hierarchy into
which the fair value measurements are categorised. A fair value measurement is
categorised in its entirety on the basis of the lowest level input that is
significant to the fair value measurement of the relevant asset as follows:

 

Level 1 - the unadjusted quoted price in an active market for identical assets
or liabilities that the entity can access at the measurement date.

 

Level 2 - inputs other than quoted prices included within Level 1 that are
observable (i.e. developed using market data) for the asset or liability,
either directly or indirectly.

 

The Company's level 2 assets are valued using models with significant
observable market parameters.

 

Level 3 - inputs are unobservable (i.e. for which market data is unavailable)
for the asset or liability.

 

Level 3 fair values are measured using a valuation technique that is based on
data from an unobservable market. Discussions are held with management,
statutory accounts, management accounts and cashflow forecasts are obtained,
and fair value is based on multiples of revenue.

 

The table below sets out the fair value measurement of financial instruments
as at the year end, by the level in the fair value hierarchy into which the
fair value measurement is categorised:

 

Financial assets at fair value

                         Year ended 31 January 2024          Year ended 31 January 2023
                         Level 1  Level 2  Level 3  Total    Level 1  Level 2  Level 3  Total

                         £'000    £'000    £'000    £'000    £'000    £'000    £'000    £'000
 Equity shares           91,910   -        2,151    94,061   137,611  -        166      137,777
 Convertible loan notes  -        -        4,159    4,159    -        -        4,577    4,577
 Money market funds      30,547   -        -        30,547   -        -        -        -
                         122,457  -        6,310    128,767  137,611  -        4,743    142,354

 

The fair value of investments are derived as follows:

 

For quoted securities this is the bid price or, in the case of SETS
securities, the last traded price. The Company's Level 1 investments are AIM
traded companies and fully listed companies. Investments in WS Amati UK Listed
Smaller Companies Fund are based on the published fund mid-price NAV.

 

Unquoted investments are valued by the Directors using rules consistent with
IPEV guidelines. Where there is no observable input the investments are
designated as Level 3 and the fair values determined as follows:

 

Equity shares are valued by using revenue multiples, net assets, discounted
cashflows and industry valuation benchmarks. These multiples are derived from
a basket of comparable quoted companies, with appropriate discounts applied.
These discounts are subjective, based on the Manager's experience and
assessment of disclosures made by the underlying investee company.

 

Convertible Loan Notes (CLNs) are fair valued using the present value of
future cashflows using appropriate discount rates, benchmarking and assessing
market transactions of a similar CLN's. Further to this the fair value and
interest accrued of the CLN's will be referenced to the assessment of
disclosures made by the underlying investee company, (for example management
accounts and forecasts), the terms of the agreement and referenced to the
underlying assets held by the investee company. The inputs and information
utilised in determining the fair value are subjective and based upon the
Manager's experience. The fair values are reviewed by the Directors using
rules consistent with IPEV guidelines. The details of the CLNs' fair value and
interest are noted in the Investment Portfolio above.

 

Money market funds are fair valued at the latest published price.

 

The transfer to level 1 from level 3 is a security suspended recommenced
trading.

 

Details of movements in Level 3 financial assets are set out below:

 

Level 3 financial assets at fair value

                                                      Year ended 31 January 2024             Year ended 31 January 2023
                                                      Equity   Preference  Loan                     Equity  Preference          Loan
                                                      shares   shares      Stock    Total           shares  shares      CVR     Stock    Total
                                                      £'000    £'000       £'000    £'000           £'000   £'000       £'000   £000     £'000
 Opening balance at 1 February                        166      -           4,577    4,743           501     -           711     4,500    5,712
 Transfer  (to)/from                                  (4)      -           -        (4)             67      -           -       -        67

 Level 1
 Purchases at cost                                    2,000    -           500      2,500           301     -           -       3,049    3,350
 Disposal proceeds                                    -        -           -        -               -       -           (119)   -        (119)
 Total net losses recognised in the income statement  (11)     -           (918)    (929)           (703)   -           (592)   (2,972)  (4,267)
 Closing balance at 31 January                        2,151    -           4,159    6,310           166     -           -       4,577    4,743

 

16        Risks

 

The identified risks arising from the financial instruments are market risk
(which comprises market price risk and foreign currency risk), liquidity risk
and credit and counterparty risk.

 

The Board and Investment Manager consider and review the risks inherent in
managing the Company's assets which are detailed below.

 

17        Market Risk

 

Market risk arises from uncertainty about the future prices of financial
instruments held in accordance with the Company's investment objectives. It
represents the potential loss that the Company might suffer through holding
positions by the way of price movements, interest rate movements, exchange
rate movements and systematic risk

(risk inherent to the market, reflecting economic and geopolitical factors).

 

The Company's strategy on the management of market risk is driven by the
Company's investment objective as outlined above. The management of market
risk is part of the investment management process. The Board seeks to mitigate
the internal risks by setting policy, regular reviews of performance,
enforcement of contractual obligations and monitoring progress and compliance
with an awareness of the effects of adverse price movements through detailed
and continuing analysis, with an objective of maximising overall returns to
shareholders. Investments in unquoted stocks and AIM traded companies, by
their nature, involve a higher degree of risk than investments in the Main
Market. Some of that risk can be mitigated by diversifying the portfolio
across business sectors and asset classes. The Company's overall market
positions are regularly monitored by the Board and at quarterly Board
meetings.

 

Market price risk

Market price risk arises from any fluctuations in the valuation of investments
held by the Company. Adherence to investment policies mitigates the risk of
excessive exposure to any particular type of security or issuer. The portfolio
is managed with an awareness of the effects of adverse price movements through
detailed and continuing analysis with the objective of maximising overall
returns to shareholders.

 

The assessment of market risk is based on the Company's portfolio as held at
the year end. The assessment uses the AIM All-Share Index as a proxy for the
AIM Qualifying Investments and quoted Non-Qualifying Investments and
illustrates, based on historical price movements, their potential change in
value to the AIM All-Share Index.

 

The review has also examined the potential impact of a movement in the market
on the CLN investments held by the Company, whose values will vary according
to the value of the underlying security into which the loan note instrument
has the option to convert.

 

Investments of £91,910,000 as at 31 January 2024 are traded (31 January 2023:
£ 137,611,000). A 30% decrease in stock prices as at 31 January 2024 would
have decreased the net assets attributable to the Company's shareholders and
increased the loss for the year by £27,573,000 (31 January 2023:
£41,283,000); an equal change in the opposite direction would have increased
the net assets attributable to the Company's shareholders and reduced the loss
for the year by an equal amount.

 

The money market funds as at 31 January 2024 £30,547,000 (31 January 2023:
£nil) are not subject to significant market volatility through predominantly
holding cash with regulated institutions.

 

As at 31 January 2024 4.9% (31 January 2023: 3.32%) of the Company's
investments are in unquoted companies held at fair value. A change in market
and company specific inputs that would result in a 30% decrease in the fair
value of unquoted investments at 31 January 2024 would have decreased the net
assets attributable to the Company's shareholders and increased the loss for
the year by £1,893,000 (31 January 2023: £1,418,000); an equal change in the
opposite direction would have increased the net assets attributable to the
Company's shareholders and reduced the loss for the year by an equal amount.

 

Currency risk

The Company's performance is measured in sterling, a proportion of the
Company's assets may be either denominated in other currencies or are in
investments with currency exposure. Any income denominated in a foreign
currency is converted into sterling upon receipt. At the Balance Sheet date,
the Company had no exposure to any foreign currency (31 January 2023:
£3,366,000). The Company may have exposure through investee companies.

 

A 5% rise or decline of Sterling gains foreign currency (i.e. non Pounds
Sterling) assets and liabilities held at year end would have
increased/decreased the net asset value by £nil (2023: £168,000).

 

This exposure is representative at the Balance Sheet date and may not be
representative of the year as a whole.

 

Interest Rate Risk

Interest rate movements may affect the level of income receivable on cash
deposits, any fixed interest securities and money market funds. The Company
held four fixed interest investments of £4,159,000 (2023: £4,577,000), the
weighted average interest of the convertible loan interest is 6.08% (2023:
3.87%). The details of the convertible loan notes' terms of agreement, fair
value, interest chargeable and provisions are noted in the Investment
Portfolio above.

 

Changes in interest rates will impact the fair value of the convertible loan
notes due to the changes in inputs changing the present value of future
payments and the benchmarking to similar convertible loan notes.

 

A change in market inputs, through changes in interest rates, that would
result in a 1% decrease in the fair value of convertible loan notes at 31
January 2024 would have decreased the net assets attributable to the Company's
shareholders and increased the loss for the year by £41,000 (31 January 2023:
£46,000); an equal change in the

opposite direction would have increased the net assets attributable to the
Company's shareholders and reduced the loss for the year by an equal amount,
if the level of holdings was maintained for a year. The convertible loan notes
are fixed interest.

 

The Company held a cash balance at 31 January 2024 of £15,003,000 (2023:
£59,595,000). If the level of cash was maintained for a year, a 1% increase
in interest rates would increase the revenue return and net assets by
£150,000 (2023: £596,000). Management proactively manages cash balances. If
there were a fall of 1% in interest rates, it would potentially reduce revenue
of the Company by £150,000 (2023: £596,000).

 

The Company held £30,547,000 at 31 January 2024 in three money market funds.
If the level of holdings was maintained for a year, a rise of interest rates
of 1% would increase revenue by £305,000 or a fall reduce revenue by
£305,000.

 

18        Credit Risk

Credit risk is the risk that the counterparty to a financial instrument will
fail to discharge an obligation or commitment that it has entered into with
the Company. The carrying amount of financial assets best represents the
maximum credit risk exposure at the balance sheet date. At 31 January 2024,
the financial assets exposed to credit risk, representing convertible loan
stock instruments, amounts due from brokers, accrued income, money market
funds and cash amounted to £49,970,000 (31 January 2023: £64,474,000).

 

Credit risk arising on transactions with brokers relates to transactions
awaiting settlement. Risk relating to unsettled transactions is considered to
be small due to the short settlement period involved, the high credit quality
of the brokers used and the fact that almost all transactions are on a
'delivery versus payment' basis.

 

The Manager monitors the quality of service provided by the brokers used to
further mitigate this risk. All the assets of the Company which are tradeable
on AIM are held by The Bank of New York Nominees, the Company's custodian.
Bankruptcy or insolvency of the custodian may cause the Company's rights with
respect to securities

held by the custodian to be delayed or limited.

 

At 31 January 2024, cash is held at The Bank of New York Mellon (BNYM), in
deposit accounts at two A+ rated banks, and in three money market funds for
the purposes of diversification and risk management. Bankruptcy or insolvency
of the institutions may cause the Company's rights with respect to the cash
held by it to be delayed or limited. Should the credit quality or the
financial position of the institutions deteriorate significantly the Company
has the ability to move the cash at short notice. The Board monitors the
credit worthiness of BNYM, currently rated at Aa1 (Moody's), and the banks in
which deposits are held.

 

There were no significant concentrations of credit risk to counterparties at
31 January 2024 or 31 January 2023.

 

19        Liquidity Risk

The Company's financial instruments include investments in unlisted equity
investments which are not traded in an organised public market and which
generally may be illiquid. As a result, the Company may not be able to quickly
liquidate some of its investments in these instruments at an amount close to
their fair value in order to meet its liquidity requirements, or to respond to
specific events such as deterioration in the creditworthiness of any
particular issuer. The proportion of the portfolio invested in unlisted equity
investments is not considered significant given the amount of investments in
readily realisable securities.

 

The Company's liquidity risk is managed on an ongoing basis by the Manager in
accordance with policies and procedures in place as described in the Strategic
Report above. The Company's overall liquidity risks are monitored on a
quarterly basis by the Board.

 

The Company has diversified the holding of cash through the holding of
deposits with A+ rated banks and money market funds that are readily
convertible to known amounts of cash and which are subject to insignificant
risk of changes in value.

 

The Company maintains sufficient investments in cash and readily realisable
securities to pay expenses and finance future additional investments. At 31
January 2024, these investments were valued at £45,958,000 (31 January 2023:
£123,326,000). The Directors consider that frequently traded AIM investments
with a market capitalisation of greater than £200m represent readily
realisable securities. The Company is a closed-end fund, assets do not need to
be liquidated to meet redemptions, and sufficient liquidity is maintained to
meet obligations as they fall due.

 

20        Capital Management Policies and Procedures

The Company's capital management objectives are:

·    to ensure that it will be able to continue as a going concern;

·    to satisfy the relevant HMRC requirements; and

·    to maximise the income and capital return to its shareholders.

 

As a VCT, the Company must have, within 3 years of raising its capital, at
least 80% by value of its investments in VCT qualifying holdings, which are
relatively high-risk UK smaller companies. In addition at least 30% of new
money raised during an accounting period must be invested in qualifying
holdings within 12 months of the end of the financial year in which the funds
are raised. In satisfying these requirements, the Company's capital management
scope is restricted. The Company does have the option of maintaining or
adjusting its capital structure by varying dividends, returning capital to
shareholders, issuing new shares or selling assets to maintain a certain level
of liquidity. There has been no change in the objectives, policies or
processes for managing capital from the previous year.

 

The structure of the Company's capital is described in note 12 and details of
the Company's reserves are shown in the Statement of Changes in Equity above.

 

The Board, with the assistance of the Manager, monitors and reviews the broad
structure of the Company's capital on an ongoing basis. This review includes:

·    the need to buy back equity shares for cancellation, which takes
account of the difference between the net asset value per share and the share
price (i.e. the premium or discount);

·    the need for new issues of shares; and

·    the extent to which revenue in excess of that which is to be
distributed should be retained.

 

The Company is subject to externally imposed capital requirements:

a. as a public limited company, the Company is required to have a minimum
share capital of £50,000; and

b. in accordance with the provisions of the Income Tax Act 2007, the Company
as a Venture Capital Trust:

i) is required to make a distribution each year such that it does not retain
more than 15% of income from shares and securities; and

ii) is required to derive 70% of its income from shares and securities.

 

These requirements are unchanged since last year and the Company has complied
with them at all times.

 

21        Post Balance Sheet Events

The following transactions have taken place between 31 January 2024 and the
date of this report:

1,507,233 shares bought back

 

22        Related Parties

The Company retains Amati Global Investors as its Manager. Details of the
agreement with the Manager are set out above. The number of ordinary shares in
the Company (all of which are held beneficially) by certain members of the
management team are:

 

                  31 January    31 January      31 January    31 January

                  2024          2024            2023          2023

                  shares held   % shares held   shares held   % shares held
 Paul Jourdan*    632,805       0.42%           596,806       0.39%
 David Stevenson  26,753        0.02%           26,753        0.03%

 

* includes 26,931 shares held by a Person Closely Associated to Paul Jourdan

 

The remuneration of the Directors, who are key management personnel of the
Company, is disclosed in the Directors' Remuneration Report on page 44 of the
full Annual Report and Accounts, and in note 4 above.

 

Corporate Information

 

Directors

Fiona Wollocombe

Julia Henderson

Brian Scouler

 

all of:

8th Floor

100 Bishopsgate

London

United Kingdom

EC2N 4AG

 

Secretary

LDC Nominee Secretary Limited

8(th) Floor, 100 Bishopsgate

London

EC2N 4AG

 

Fund Manager

Amati Global Investors Limited

8 Coates Crescent

Edinburgh

EH3 7AL

 

VCT Status Adviser

Philip Hare & Associates LLP

6 Snow Hill

London

EC1A 2AY

 

Registrar

The City Partnership (UK) Limited

The Mending Rooms

Park Valley Mills

Meltham Road

Huddersfield

HD4 7BH

 

Auditor

BDO LLP

55 Baker Street

London

W1U 7EU

 

Solicitors

Dickson Minto W.S.

16 Charlotte Square

Edinburgh

EH2 4DF

 

Custodian

The Bank of New York Mellon SA/NV

London Branch

160 Queen Victoria Street

London

EC4V 4LA

 

Annual General Meeting

 

Attendance at the meeting

The Annual General Meeting of Amati AIM VCT plc (the "Company") will be held
at the Barber-Surgeons' Hall, Monkwell Square, Wood Street, Barbican, London
EC2Y 5BL on Thursday 13 June 2024 starting at 2pm.

 

As is our normal practice, there will be live voting for those physically
present at the AGM. Shareholders are advised that it will not be possible to
vote or ask questions virtually during the live-stream and we therefore
request that all shareholders, and particularly those who cannot attend
physically, submit their votes by proxy, ahead of the deadline of 2.00 pm on
Tuesday 11 June 2024 to ensure that their vote counts at the AGM. If you hold
your shares in a nominee account, such as through a share dealing service or
platform, you will need to contact your provider and ask them to submit the
proxy votes on your behalf. For further instructions on proxy voting, please
refer to the notes on pages 83 to 84 of the full Annual Report and Accounts.

 

Shortly ahead of the AGM, the Company's Manager will post a link and
instructions on how to join the event on its homepage at www.amatiglobal.com.

 

Shareholders who are unable to join the Meeting physically can email any
questions they may have either on the business of the AGM or the portfolio to
info@amatiglobal.com by 7 June 2024. The Company's Manager will publish
questions together with answers on the page dedicated to the AGM on the
Manager's website prior to the AGM being held.

 

The full audited Annual Report and Accounts for the year ended 31 January 2024
will shortly be available on the Company's website www.amatiglobal.com
(http://www.amatiglobal.com) . It will also be submitted to the National
Storage Mechanism ("NSM") and will be available for inspection there, situated
at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

A copy of the Annual Report and Accounts, which includes the Notice of Annual
General Meeting, will be posted to shareholders shortly.

 

For further information, please contact the investor line at Amati Global
Investors on 0131 503 9115 or by email at info@amatiglobal.com
(mailto:info@amatiglobal.com) .

 

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on this announcement (or any other website) is
incorporated into, or forms part of, this announcement.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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