REG - Calculus VCT - Annual Financial Report &Related Party Transaction

Calculus VCTAnnouncement

30/07/2025 11:45

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RNS Number : 2098T  Calculus VCT PLC  30 July 2025

Calculus VCT Plc  (the 'Company')

Legal Entity Identifier: 2138005SMDWLMMNPVA90

 

Final results for the year ended 31 March 2025

And

Changes to investment management agreement with Calculus Capital Limited -
relevant related party transaction

 

For the full annual financial report please refer to the Investor Information
section on
https://calculuscapital.com/products/calculus-vct/investor-information/

 

The Annual Report and Financial Statements ("Annual Report and Accounts") for
the year ended 31 March 2025 and the Notice of Annual General Meeting will be
sent to shareholders shortly and will be available for inspection at 12
Conduit Street, London, W1S 2XH, the Company's registered office, and will be
available in electronic format for download on
https://calculuscapital.com/products/calculus-vct/investor-information/, a
website maintained by the Company's Investment Manager, Calculus Capital
Limited. A copy of the Annual Report and Accounts will be submitted shortly to
the National Storage Mechanism ("NSM") and will be available for inspection at
the NSM, which is situated at:
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)

 

 

Financial Highlights

 

 

                                  Year to 31 March 2025  13-month period to
                                                         31 March 2024
 Total net assets                 £45.71m                £39.06m
 Net Asset Value per share        59.04p                 61.58p
 Interim dividend paid            1.14p                  -
 Final dividend proposed          1.81p                  2.77p
 Annual yield*                    6.62%                  4.50%
 Dividend yield***                10.92%                 7.42%
 Total return/(loss) per share**  1.80p                  (0.89)p
 Shares in issue                  77,430,445             63,441,389
 Share price                      55.00p                 60.00p

* These are Alternative Performance Measures (APM's), which have been defined
in the glossary on the For the full annual financial report on pages 86 and
87.

** Total return per share is equal to the sum of NAV at 31 March 2025 and
cumulative dividends received divided by average number of shares in the
period

*** the Company's target dividend equates to a gross yield of 10.92% p.a. (at
the additional rate). This is equivalent to a gross yield of 15.6% once 30%
income tax relief is taken into account.

 

 

Key Dates

 

·      Annual General Meeting: 23 September 2025
·      Dividend reinvestment scheme application deadline: 15 September 2025
·      Final dividend payment date: 2 October 2025
·      Company's half year end: 30 September 2025
·      Unaudited half yearly results: to be announced November 2025
·      Annual results for year to 31 March 2026: to be announced July 2026

 

Chairman's Statement

 

I am pleased to present the Calculus VCT plc's (the Company) results for the
12 months to 31 March 2025.

I am very pleased to report that the Company has continued to deliver steady
and reliable growth across its portfolio of qualifying investments, whilst
also delivering a consistent income stream to shareholders in the form of
tax-free dividends. The Company's unique investment strategy has been central
in building a resilient and well-diversified portfolio capable of delivering a
positive Net Asset Value (NAV) Total Return to shareholders in the year ending
31 March 2025.

 

This performance is particularly encouraging given the geo-political
uncertainty and ongoing economic challenges facing the UK. The financial year
ended on a closing NAV per share of 59.04p which represents, after adding back
3.91p of cumulative dividends paid in this year, a total return of 2.2%
Applying a wider lens, this recent performance means the Company has continued
to deliver a positive total return over the last 3 and 5 financial years.

 

It's also encouraging to see that companies across all three sectors targeted
by the Calculus VCTs investment strategy have contributed to portfolio growth
across the financial year. This further highlights the benefits and importance
of a well-diversified and risk adjusted portfolio. Limited exposure to the
Alternative Investment Market (AIM) continues to benefit the Calculus VCT and
its shareholders. AIM continues to face significant systemic challenges, with
supressed investor sentiment driving down share prices and a substantial
reduction in the number of new companies choosing to list. A very small number
of the 38 companies making up the Calculus VCT portfolio are listed on AIM.

 

Dividend Policy

We previously disclosed improvements to the Company's dividend policy in the
September 2024 interim accounts. This change saw an increase in the target
dividend yield from 4.5% to 5%. The 12 months to the 31 March 2025 was the
first year when the new interim dividend was declared by the Board and paid to
shareholders. The final dividend of the year to 31 March 2024, of 2.77 pence
per eligible Ordinary share, was paid on 29th August 2024. The first interim
dividend of 1.14p, as part of the Company's new dividend policy, was paid on
the 26 March 2025. This brings the cumulative dividends received by
shareholders in the financial year ending 31 March 2025, to 3.91p, equating to
a total annual dividend yield of 6.5%.

 

Venture Capital Investments

Calculus Capital Limited (The Investment Manager) manages the portfolio of
Venture Capital Trust (VCT) qualifying investments made by the Company. The
Company invested £2.98 million in three new investments and £2.64 million in
seven follow-on investments (excluding investments into the liquidity funds)
during the year ended 31 March 2025

 

Issue of new Ordinary shares

The Company issued just over 16.2 million shares in the financial year to 31
March 2025 at an average issue price of 59.81 pence per share. This is
compared to 13.2 million of new shares issued in the previous financial
period. This increase reflects the growing popularity and accelerated
fundraising of the Calculus VCT. Of the total 16.2 million shares issued, 9.6
million shares were issued under the offer that launched on 22nd September
2023 and closed on 31st August 2024. The Company launched a further offer on
14th October 2024 and issued 6.6 million shares under this offer, in the
financial year under review. Since the year-end, the Company has issued a
further 3.8 million shares on 4th April 2025 at an average price of 57.19
pence per share.

 

 

Share Buybacks

During the year, 2.2 million shares were bought back for cancellation at no
more than 5 per cent discount to the latest published NAV at time of the
buyback. This was spread across 3 separate buybacks. In keeping with its
policy of returning funds to shareholders, the Company will continue to
consider and assess opportunities for buybacks in the coming financial year.
The total shares bought back represented 2.98 per cent of the weighted average
number of shares in issue during the year ended 31 March 2025. The Company has
agreed to continue to make timely and consistent buybacks to ensure
shareholders can liquidate their holdings throughout the year and to manage
the level of discount to the share price. Feedback from both shareholders and
advisers remains very positive regarding the frequency, accessibility, and
ease of participating in the Company's share buybacks.

 

 Date              Number of ordinary shares bought back  Percentage of issued share capital at that date  Cost of shares bought back (£)
 24 April 2024     833,854                                1.21%                                            £472,378
 08 October 2024   517,241                                0.72%                                            £290,276
 12 February 2025  863,598                                1.15%                                            £469,020

 

Performance fee

 

In the previous financial period, on the 21st August 2023, a new performance
incentive structure for the Investment Manager was approved by shareholders at
the Company's AGM. Despite a successful financial year from a total return
perspective, not all hurdles were achieved for a performance fee to be paid by
the Company to Calculus Capital Limited. The current incentive fee structure
was implemented to further align the interests of shareholders and the
Investment Manager. The Board is pleased that the Company is championing a
performance fee arrangement which only rewards the Investment Manager on net
cumulative realised gains, not unrealised valuation growth, and after specific
annual return hurdles are surpassed.

 

Revised management fees and service charges due to Calculus Capital Limited

 

Under the existing arrangements, Calculus Capital Limited charges the Company
an annual management fee of 1.75% on Net Asset Value. Calculus Capital Limited
also charges £15,000 per year (plus VAT) for their company secretarial
service. In addition, Calculus Capital Limited has acted as a receiving agent
for the Company since December 2020 without a charge.

 

Going forward, to align with standard market practice and to reflect the level
of duties and responsibilities involved in acting as receiving agent, the
Board has undertaken a market review and believes the Company should be
aligned in its performance with the interest of Calculus Capital Limited and
has taken the decision to revise the fees structure as follows:

 

·      the annual management fee charged by Calculus Capital Limited will
be 2% on Net Asset Value.

·      Calculus Capital Limited is entitled to an annual service charge of
£75,000 (plus VAT) to cover both company secretarial and receiving agent
services.

 

The above changes have been in effect since 1 April 2025.

 

Developments since the year end

 

Since the financial year ending 31(st) March 2025, I am delighted to report an
exit from the workforce management firm Rota Geek, marking a positive outcome
for the Calculus VCT. Funds managed by Calculus Capital Limited first invested
in Rota Geek in 2020, with a total £1.5 million commitment from the Calculus
VCT. The successful exit has delivered proceeds of just under £2 million,
representing a solid return on investment. This exit further adds to the
established track record of profitable exits delivered across the Calculus VCT
portfolio by the Investment Manager. The cash generated from Rota Geek and
future exits will continue to support the Company's dividend stream, and
provide liquidity to shareholders through share buy backs.

 

On the 5 June 2025 the Calculus VCT made a follow-on investment into
biotechnology firm, Laverock Therapeutics. This additional capital support
helps drive growth as the company continues to scale up. Also in June 2025,
the Company made a £500k convertible loan note investment in Riff Raff
Entertainment Limited.

 

In July 2025 the Company invested a further £139k in Invizius Limited.

Also in June 2025, the Company successfully bought back 1,272,463 shares for
cancellation at no more than 5 per cent discount to the latest published NAV.
Continued share buybacks show the Company's commitment to providing
shareholder liquidity.

 

Continuing a successful fundraising period for the Company, a further £2.18m
shares were issued on the 4 April 2025. This allotment comprised 3,807,071
shares at 57.19 pence. An additional allotment was carried out on 2 July 2025
which led to a further £0.9m raised for the Company and consisted of
1,484,707 shares issued at 57.55 pence.

 

 

Outlook

Looking ahead, we remain confident in the Company's ability to deliver long
term value for shareholders. Despite ongoing economic volatility and
geopolitical uncertainty, the Company's diversified portfolio and the proven
experience of the Calculus Capital Investment Team mean the Calculus VCT is
well placed to navigate challenges and continue to source exciting new
investment opportunities in keeping with Company's investment strategy and
sector focus.

During the year ending 31st March 2025, the most notable influences on the VCT
landscape followed new tax measures announced in the Labour government's first
Autumn Budget in August 2024. With increases to Capital Gains Tax and
impending changes to inheritance tax affecting pension estate planning, VCTs
have become even more relevant. The cross-party support for VCTs mean they
remain a reliable and effective option for UK investors looking to manage tax
efficiently while supporting innovative, high-growth businesses.

Over the past year, we were pleased to see the Government follow through on
its commitment to support VCTs by introducing legislation as part of the
Finance Act 2024. This included extending the EIS and VCT 'Sunset Clause' to 6
April 2035. The final step in formalizing the extension occurred on 3
September 2024, when the corresponding Treasury Order was presented to
Parliament.

Overall, this financial year has been another success for the Company. Growth
and income have been delivered to shareholders, and new and follow-on
investments mean the Calculus VCT portfolio is well positioned to continue on
this trajectory.

 
 
Jan Ward, Chairman

29 July 2025

 

CHANGES TO INVESTMENT MANAGEMENT AGREEMENT WITH CALCULUS CAPITAL LIMITED

RELEVANT RELATED PARTY TRANSACTION

 

Calculus VCT plc (the "Company") announces that it has agreed certain changes
to its investment management agreement with Calculus Capital Limited (the
"Manager") designed to incentivise the Manager and bring its remuneration
package into line with others in the VCT market.

 

The changes to the investment management agreement with the Manager are as
follows:

 

·    The Manager's annual fee shall be increased from 1.75% to 2.00% of
Company's net asset value with effect from 1 April 2025, bringing it in line
with industry standard annual management charge for VCTs.

 

·    The Manager shall be entitled to a separate annual fee of £75,000
(plus VAT) which shall cover all receiving agency services and company
secretarial services it provides to the Company (for the latter of which the
Manager had, since 2017, previously been entitled to a fee of £15,000 per
annum).

 

Under the 11.5.4R(1) and 8.2.1R UK Listing Rules of the FCA, a related party
of a closed ended investment fund includes the investment manager of the fund
and so the amendment of the investment management agreement with the Manager,
as it related to the Manager's remuneration, constitutes a relevant related
party transaction, albeit one in respect of which the applicable class tests
yield percentage ratios of no more than 0.43%.

 

The Board, who have been so advised by the Company's sponsor Beaumont Cornish
Limited, considers that the terms of the revised arrangements with the
Manager are fair and reasonable as far as the shareholders of the
Company are concerned.

 

Enquiries:

 

Calculus Capital Limited, Company Secretary

020 7493 4940

Francesca Rayneau

 

Beaumont Cornish Limited, Sponsor

020 7628 3396

Roland Cornish

 

 

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