Annual Financial Report
28/07/2023 07:00
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FORESIGHT SOLAR & TECHNOLOGY VCT PLC
Ordinary Shares Total Net Assets as at 31 March 2023: £2.5m
Ordinary Shares Net Asset Value per share as at 31 March 2023: 7.2p
Foresight Williams Technology Shares Total Net Assets as at 31 March 2023:
£22.8m
Foresight Williams Technology Shares Net Asset Value per share as at 31 March
2023: 102.8p
Ordinary Shares Fund
* Net Asset Value per Ordinary Share at 31 March 2023 was 7.2p (31 March 2022:
107.3p).
* As communicated in March 2023 the Board and the Investment Manager have sold
the Solar portfolio. The proceeds from the sale of the Solar portfolio have
been returned to the shareholders in the form of an interim dividend on 22
March 2023 that amounted to 132.0p per share. A further interim dividend of
5.5p was paid post-year end on 25 July 2023.
* The net asset value total return at year end was 185.2p (2022: 153.3p).
* Post year-end, at the General Meeting on 5 July 2023 the Shareholders
approved the special resolution to convert the remaining Ordinary Share
capital into FWT shares, meaning the Ordinary Shares ceased to exist beyond
this date.
Foresight Williams Technology Shares Fund
* During the year, £5.3m of new funds were raised under the Offers for
subscription for the Foresight WAE Technology Shares fund (the “FWT Shares
fund”), dated 5 January 2022, and 10 January 2023.
* During the year, the fund invested in twelve new portfolio companies as well
as executed follow-on investments into four existing portfolio companies.
* Since the end of the reporting period, a further £3.4m has been raised,
bringing the total funds raised to £25.7m. This includes £0.6m that
converted from Ordinary Shares to FWT Shares as a result of the share class
merger referred to above.
* Since the end of the reporting period, a further two follow-on investments
have been made, bringing total deployment to £17.1m.
Chairman’s Statement
On behalf of the Board, I am pleased to present the Annual Report and Accounts
for Foresight Solar & Technology VCT Plc for the year ended 31 March 2023 and
to provide you with an update on the developments affecting the Company.
As with previous recent publications, my introduction to the Annual Report and
Accounts will be split between the two share classes, the Ordinary Shares and
the FWT Shares, with a general section for the Company as a whole at the end.
ORDINARY SHARES
Performance and portfolio activity
On 23 February 2023 the Investment Manager and the Board successfully
completed the sale of the portfolio of solar assets held in the Ordinary Share
class. The sale generated gross proceeds of over £100m and as a result, the
Ordinary share class saw a Net Asset Value total return for the year of 20.8%
and earnings per share of 31.9p, representing an excellent financial
performance well ahead of base case. This was an outstanding transaction
concluded in very difficult economic and political circumstances and is a
credit to the entire team at the Investment Manager. Further it exemplified
our capacity to translate promising early stage technology into major
commercial success. We plan to repeat this with the young technologies
currently in the FWT portfolio.
Subsequent to the completion of the sale the Board were pleased to announce an
interim dividend of 132.0p per share, which was paid on the 22 March 2023.
This resulted in the Net Asset Value total return for the Ordinary share class
since inception rising to 185.2p. These distributions to shareholders are an
excellent example of dividends arising out of realisations. As indicated in
the original prospectus for the FWT shares, we plan to continue this policy of
making most dividend distributions out of future realisations from the FWT
portfolio.
Post year end on 5 July 2023, and further to the circular published in June
2023, shareholders of the Company approved the resolution to redesignate the
residual £0.6m Ordinary Share capital (following a further dividend of 5.5p
per share to Ordinary Shareholders which was paid on 25 July 2023) to FWT
Shares, and effectively cease the existence of the Ordinary Shares.
As communicated in the announcement published on 7 July 2023, 547,034 Ordinary
Shares were converted to FWT Shares and the remaining 34,046,589 Ordinary
Shares were converted into Deferred Convertible Preference Shares, which
effectively carry no value except for allowing those Ordinary Shareholders the
benefit of the outstanding overseas legal claims should they ever be paid out.
Cash and working capital
The Ordinary Shares had cash and liquid resources of £1.7m at 31 March 2023.
Management fees
The annual management fee of the Ordinary Shares fund is calculated as 1.5% of
Net Assets and equated to £661,000 during the year.
The sale of the Solar portfolio also gave rise to a performance incentive fee
of £2,767,000 and an advisory fee of £1,588,000 which was paid during the
year.
In the context of realisations achieved during the fund’s life and the
professional management of the portfolio, the Board believe that the annual
management fee represents good value for investors.
Green Economy Mark
The Board is pleased that the Company continues to be classified as a Green
Economy Issuer by the London Stock Exchange (“LSE”). This is an initiative
launched by the LSE supporting sustainable finance on its markets. The Green
Economy Mark recognises listed companies with 50% or more of revenues from
environmental solutions.
FWT SHARES
The Foresight WAE Technology VCT share class (the “FWT Shares”) was
launched in December 2019, and represents an exciting investment opportunity
made possible by the collaboration between Foresight Group and WAE
Technologies Limited (“WAE”), a technology and engineering services
business, originally spun out of the Williams Formula 1 business.
The share class provides investors with the opportunity to invest in a
portfolio of early-stage companies with high growth-potential, developing
innovative and occasionally transformational technologies across a range of
different sectors. It builds on the successful relationship that Foresight and
WAE have enjoyed from their launch of the award winning Foresight WAE
Technology EIS Fund (the ‘EIS fund’).
Fundraising and share issues
The Offers for subscription, dated 5 January 2022 and relaunched on 10 January
2023, are each up to £20 million (with an overallotment facility for up to an
additional £10 million) through the issue of FWT Shares. During the year,
across both Offers, 5.1 million FWT Shares were allotted, raising a further
£5.3m, bringing the total funds raised to over £22m.
Post year end, a further 3.2 million FWT Shares were allotted, increasing the
total funds raised to £25.7m. This included 547,034 shares (£0.6m) in
relation to the share class merger referred to in the Ordinary Shares section
above.
Portfolio and deal activity
The FWT Shares fund had a busy year deploying the funds raised, completing
twelve new investments and four follow-on investments costing £5.2m and
£3.1m respectively. Post year end, the FWT Shares made two follow-on
investments. Further details of all of these deals are included in the
Investment Manager’s review.
The Board and the Investment Manager are confident that a number of new and
follow-on investments can be achieved this year, particularly with the
investment activity noted above. Details of each of these new and existing
portfolio companies can be found in the Investment Manager’s Review. The
Investment Manager continues to see a strong pipeline of potential investments
sourced through its regional networks and well developed relationships with
advisers and the SME community; however, it is also focused on supporting the
existing portfolio. Following the fundraising over the last couple of years as
well as the fundraising for the ongoing January 2023 offer, the Company is in
a position to fully support the portfolio, where appropriate, and exploit
potential attractive investment opportunities.
Management fees
The annual management fee of the FWT Shares fund is calculated as 2.0% of Net
Assets and equated to £392,000 during the year.
Responsible investing
The analysis of environmental, social and governance (“ESG”) issues is
embedded in the Manager’s investment process and these factors are
considered key in determining the quality of a business and its long-term
success. Central to the Manager’s responsible investment approach are five
ESG principles that are applied to evaluate investee companies, acquired since
May 2018, throughout the lifecycle of their investment, from their initial
review and acquisition to their final sale. Every year, these portfolio
companies are assessed and progress measured against these principles.
COMPANY
Annual General Meeting
The Company’s Annual General Meeting will take place on 20 September 2023 at
12.30pm and we look forward to meeting as many of you as possible in person,
providing rules permit. Please refer to the formal notice on pages 76 to 79 of
the Annual Report and Accounts for further details. We would encourage those
of you who are unable to attend to submit your votes by proxy ahead of the
deadline of 1.00pm on 15 September 2022 and to forward any questions by email
to InvestorRelations@foresightgroup.eu in advance of the meeting.
Sunset clause
The “Sunset Clause” for EIS and VCT reliefs has to be reviewed by the
government by 6 April 2025. The clause provides that income tax relief will no
longer be given to subscriptions made on or after 6 April 2025, unless the
legislation is amended to make the scheme permanent, or the “sunset
clause” is extended. The government has the power to extend or remove the
sunset clause through secondary legislation, which would allow the VCT & EIS
schemes to operate in their current form beyond the current expiry date of the
scheme. The then Chancellor Kwasi Kwarteng announced during his mini-budget of
23 September 2022 that venture capital schemes will be safeguarded beyond 2025
but no further details were given as to how this will be implemented. To date,
the now Chancellor Jeremy Hunt has yet to clarify. However, through
correspondence with the Treasury Select Committee, the Chancellor has stated
that it is the government’s firm intention to extend the VCT and EIS schemes
beyond the sunset on 6 April 2025 and that further details will be provided in
due course. The Treasury Select Committee also notes that the UK should be
able to extend the scheme without European Commission approval, clarified by
the recently announced Northern Ireland Protocol, the Windsor Framework.
Outlook
As the Company has completed it’s shift from owning Solar assets to
early-stage companies with high growth potential the Company will continue to
raise new funds in the FWT Shares fund and seek appropriate qualifying
investments for this share class.
Ernie Richardson
Chairman
27 July 2023
Investment Manager’s Review – Foresight Williams Technology Shares
Summary
Between its launch on 20 December 2019 and the end of the reporting period,
the FWT Shares fund has raised £22.3 million. The Offer provides investors
with the opportunity to invest in a portfolio of early-stage companies with
high growth-potential, developing innovative and occasionally transformational
technologies across a range of different sectors. As at 31 March 2023, the FWT
fund had made investments into 27 companies totalling £16.9m. This included
twelve new and four follow-on investments in the year to 31 March 2023
totalling £5.2m and £3.1m respectively. These investments are summarised
below:
Acu-flow: a developer of surface acoustic wave nebulisers enabling the
delivery of next-generation respiratory pharmaceuticals.
Audioscenic: a University of Southampton spin-out applying computer vision
software to create 3D immersive audio experiences initially in consumer
soundbars.
Cambridge GaN Devices: a developer of a new generation of gallium nitride
semiconductor power.
Forefront RF: a manufacturer of next generation radio frequency modules.
Living Optics: a University of Oxford spin-out commercialising next generation
hyperspectral imaging technology.
Mirico: a climate tech company providing ultra-high sensitivity gas detection
and quantification services.
Mixergy: a developer of internet connected hot water tank that uses
proprietary hardware to heat and maintain just the right amount of water at
the top of the tank.
Novosound: a spinout from the University of West of Scotland that has
developed a novel technology for use in ultrasound sensors.
Open Bionics: a designer and manufacturer of the world’s first clinically
approved 3D-printed bionic limbs.
Opsydia: a developer of a laser-based technology that performs sub-surface
marking of diamonds and other gemstones.
Phlux: has developed an Infrared sensor technology which is 10x more sensitive
than market incumbents.
Synaptec: a developer of passive electrical sensor network for night voltage
power systems monitoring.
The Salford Valve Company: a developer of innovative valve systems allowing
eco-friendly inert gases to be used as propellants in aerosol sprays.
Vector Photonics: a University of Glasgow spin-out commercialising the next
generation of semiconductor laser devices.
Vypercore: developing a computer memory allocation solution that increases the
speed of software applications by up to 10x without any changes to the source
code.
Zomp: has developed a next generation approach to flow cytometry, a technique
widely used in both research and diagnostic applications to detect and measure
physical or chemical characteristics of a population of cells or particles.
Post year end acquisitions
Subsequent to the year end, the FWT fund has made two follow-on investments
into Insphere Limited and Additive Manufacturing Technologies Limited. This
brings total deployment to £17.1m.
Fundraising
The Offer, made possible through an innovative collaboration between Foresight
Group and WAE Ltd, continues to build positive momentum in the market. Since
the year-end, a further £3.4 million has been raised, bringing the total
raised to £25.7 million (with both figures inclusive of the £0.6m that
converted from Ordinary Shares to FWT Shares).
Climate Change Statement
The Investment Manager has a long-term investing vision and its strategy
aligns with the UN’s Sustainable Development Goals and the decarbonisation
targets set out in the Paris Agreement of 2015. As such, taking actions to
mitigate the risks posed by climate change, whilst also investing to generate
commercial returns for our investors, must be done hand in hand. The Manager
has been a signatory to the United Nations-backed Principles for Responsible
Investment (“PRI”) since 2013. PRI is a globally recognised voluntary
framework concerned with the incorporation of ESG considerations into the
investment decision-making process. It provides a basis for potential and
existing investors to judge the quality of a company’s ESG processes and
positioning within an industry sector. In 2022, the Manager received a five
star rating for Private Equity and Infrastructure investments.
The Board supports the Manager’s views on climate change and ESG and its
vigorous process in the evaluation of an asset’s environmental and social
impact during due diligence and thereafter. For each material risk identified
during due diligence, a mitigation plan is proposed in the investment
submission and these actions form part of each portfolio company’s
“100-day plan” post-investment.
From an environmental perspective, analysis relating to the implementation of
good industry practice in limiting and mitigating the potentially adverse
environmental impact of a company’s operations has four principal
components:
* Environmental policy and track record
* Energy and resource usage and environmental impact
* Environmental impact of products and services
* Environmental performance improvements
Regular monitoring post-investment ensures that standards are maintained in
respect of ESG issues where there is a change in either the regulatory or
operating environment or the composition of the management team.
Pipeline
The Investment Manager has a strong pipeline covering new deals and EIS
portfolio follow-ons. At the time of writing, two deals had passed the
Investment Manager’s final Investment Committee stage and were nearing
completion.
Foresight Group LLP
Investment Manager
27 July 2023
Unaudited Non-Statutory Analysis of the Share Classes
Income Statement
for the year ended 31 March 2023
Year ended 31 March 2023 Year ended 31 March 2022
Ordinary Shares Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment holding (losses)/gains — (13,692) (13,692) — 14,323 14,323
Realised gains/(losses) on investments — 27,917 27,917 — (1,121) (1,121)
Income 626 — 626 901 — 901
Investment management fees (165) (3,263) (3,428) (107) (320) (427)
Other expenses (389) — (389) (332) — (332)
Profit before taxation 72 1 0,962 1 1,034 462 12,882 13,344
Taxation — — — — — —
Profit after taxation 72 1 0,962 1 1,034 462 12,882 13,344
Profit per share 0.2 p 3 1 . 7 p 3 1.9 p 1.3p 37.0p 38.3p
Year ended 31 March 2023 Year ended 31 March 2022
FWT Shares Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment holding gains — 1,596 1,596 — 643 643
Income 30 — 30 1 — 1
Investment management fees (98) (294) (392) (66) (199) (265)
Other expenses (170) — (170) (129) — (129)
(Loss)/p rofit before taxation (238) 1 ,302 1 ,064 (194) 444 250
Taxation — — — — — —
(Loss)/p rofit after taxation (238) 1 ,302 1 ,064 (194) 444 250
(Loss)/p rofit per share ( 1.2) p 6 . 7 p 5.5 p ( 1.4)p 3.2p 1.8p
Unaudited Non-Statutory Analysis of the Share Classes
Reconciliations of Movements in Shareholders’ Funds
for the year ended 31 March 2023
Ordinary Shares Called-up share capital Share premium account Capital redemption reserve Distributable reserve Capital reserve Revaluation reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 202 2 346 — 208 36,046 (13,951) 14,462 37,111
Expenses in relation to prior year share issues — — — (4) — — (4)
Realised gains on disposal of investments — — — — 27,917 — 27,917
Investment holding losses — — — — — (13,692) (13,692)
Dividends paid — — — (36,114) (9,550) — (45,664)
Management fees charged to capital — — — — (3,263) — (3,263)
Revenue profit for the year — — — 72 — — 72
As at 31 March 2023 346 — 208 — 1,153 770 2,477
FWT Shares Called-up share capital Share premium account Capital redemption reserve Distributable reserve Capital reserve Revaluation reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 2022 171 13,998 — 2,066 (256) 643 16,622
Share issues in the year 51 5,217 — — — — 5,268
Expenses in relation to share issues — (131) — — — — (131)
Expenses in relation to prior year share issues — (5) — — — — (5)
Investment holding gains — — — — — 1,596 1,596
Management fees charged to capital — — — — (294) — (294)
Revenue loss for the year — — — (238) — — (238)
As at 31 March 2023 222 19,079 — 1,828 (550) 2,239 22,818
Balance Sheet
as at 31 March 2023
Ordinary Shares As at 31 March 2023 As at 31 March 2022
£'000 £'000
Fixed assets
Investments held at fair value through profit and loss 823 37,035
Current assets
Debtors 58 355
Cash and cash equivalents 1,676 60
1,734 415
Creditors
Amounts falling due within one year (80) (339)
Net current assets 1,654 76
Net assets 2,477 37,111
Capital and reserves :
Called-up share capital 346 346
Share premium — —
Capital redemption reserve 208 208
Distributable reserve — 36,046
Capital reserve 1,153 (13,951)
Revaluation reserve 770 14,462
Equity shareholders' funds 2,477 37,111
Net asset value per share 7.2 p 107.3p
Balance Sheet
as at 31 March 2023
FWT Shares As at 31 March 2023 As at 31 March 2022
£'000 £'000
Fixed assets
Investments held at fair value through profit or loss 19,128 9,196
Current assets
Debtors 125 300
Cash and cash equivalents 3,761 7,154
3,886 7,454
Creditors
Amounts falling due within one year (196) (28)
Net current assets 3,690 7,426
Net assets 22,818 16,622
Capital and reserves :
Called-up share capital 222 171
Share premium 19,079 13,998
Distributable reserve 1,828 2,066
Capital reserve (550) (256)
Revaluation reserve 2,239 643
Equity shareholders' funds 22,818 16,622
Net asset value per share 102.8p 97.4p
At 31 March 2023 there was an inter-share debtor/creditor of £13,000 (2022: £213,000) which has been eliminated on aggregation.
Audited Financial Statements
Income Statement for the year ended 31 March 2023
Year ended 31 March 202 3 Year ended 31 March 2022
Revenue £’000 Revenue £’000 Revenue £’000 Revenue £’000 Capital £’000 Total £’000
Investment holding (losses)/gains — (12,096) (12,096) — 14,966 14,966
Realised gains/(losses) on investments — 27,917 27,917 — (1,121) (1,121)
Income 656 — 656 902 — 902
Investment management fees ( 263 ) ( 3,557 ) (3,820) (173) (519) (692)
Other expenses ( 559 ) — ( 559 ) (461) — (461)
(Loss)/profit before taxation (166) 12,264 12,098 268 13,326 13,594
Taxation — — — — — —
(Loss)/profit after taxation (166) 12,264 12,098 268 13,326 13,594
(Loss)/profit per share:
Ordinary Share 0.2 p 3 1 . 7 p 3 1.9 p 1.3p 37.0p 38.3p
FWT Share ( 1.2) p 6 . 7 p 5.5 p (1.4)p 3.2p 1.8p
The total column of this statement is the profit and loss account of the
Company and the revenue and capital columns
represent supplementary information.
All revenue and capital items in the above Income Statement are derived from
continuing operations. No operations were
acquired or discontinued in the year.
The Company has no recognised gains or losses other than those shown above,
therefore no separate statement of
comprehensive income has been presented.
Reconciliation of Movements in Shareholders’ Funds
Year ended 31 March 20 2 3 Called-up share capital Share premium account Capital redemption reserve Distributable reserve * Capital reserve * Revaluation reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 202 2 517 13,998 208 38,112 (14,207) 15,105 53,733
Share issues in the year 5 1 5,217 — — — — 5,268
Expenses in relation to share issues — (1 31 ) — — — — (131)
Expenses in relation to prior year share issues — (5) — ( 4 ) — — ( 9 )
Realised gains on disposal of investments — — — — 27,917 — 27,917
Investment holding losses — — — — — (12,096) (12,096)
Dividends paid — — — (36,114) (9,550) — (45,664)
Management fees charged to capital — — — — ( 3,557 ) — ( 3,557 )
Revenue profit for the year — — — (166) — — (166)
As at 31 March 202 3 5 68 19,079 208 1,828 603 3,009 25,295
Year ended 31 March 2022 Called-up share capital Share premium account Capital redemption reserve Distributable reserve* Capital reserve* Revaluation reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 2021 451 7,515 203 38,255 (12,567) 139 33,996
Share issues in the year 71 6,682 — — — — 6,753
Repurchase of shares (5) — 5 (404) — — (404)
Expenses in relation to share issues — (194) — — — — (194)
Expenses in relation to prior year share issues — (5) — (7) — — (12)
Realised losses on disposal of investments — — — — (1,121) — (1,121)
Investment holding gains — — — — — 14,966 14,966
Management fees charged to capital — — — — (519) — (519)
Revenue profit for the year — — — 268 — — 268
As at 31 March 2022 517 13,998 208 38,112 (14,207) 15,105 53,733
* Total distributable reserves at 31 March 2023 were £2,431,000 (2022:
£23,905,000).
Balance Sheet at 31 March 2023
Registered Number: 07289280
As at 31 March 202 3 £’000 As at 31 March 2022 £’000
Fixed assets
Investments held at fair value through profit or loss 19,951 46,231
Current assets
Debtors 170 442
Cash 5,437 7,214
5,607 7,656
Creditors
Amounts falling due within one year (263) (154)
Net current assets 5,344 7,502
Net assets 25,295 53,733
Capital and reserves
Called-up share capital 568 517
Share premium 19,079 13,998
Capital redemption reserve 208 208
Distributable reserve 1,828 38,112
Capital reserve 603 (14,207)
Revaluation reserve 3,009 15,105
Equity shareholders’ funds 25,295 53,733
Net asset value per share :
Ordinary Share 7.2p 107.3p
FWT Share 102.8p 97.4p
Cash Flow Statement for the year ended 31 March 2023
Year ended 31 March 202 3 £’000 Year ended 31 March 2022 £’000
Cash flow from operating activities
Deposit and similar interest received 30 1
Investment management fees paid ( 1,030 ) (676)
Performance incentive paid (2,767) —
Secretarial fees paid ( 173 ) (168)
Other cash payments (2 99 ) (230)
Net cash outflow from operating activities ( 4,239 ) (1,073)
Cash flow from investing activities
Purchase of investments ( 10,146 ) (6,361)
Investments awaiting completion (100) —
Net proceeds on sale of investments 52,247 110
Investment income received 984 361
Net cash inflow/(outflow) from investing activities 42,985 (5,890)
Cash flow from financing activities
Proceeds of fund raising 5,239 6,699
Expenses of fund raising ( 98 ) (194)
Repurchase of own shares — (404)
Equity dividends paid (45,664) —
Net cash (outflow)/inflow from financing activities (40,523 ) 6,101
Net outflow of cash in the year ( 1,777 ) (862)
Reconciliation of net cash flow to movement in net funds
(Decrease)/Increase in cash for the year ( 1,777 ) (862)
Net cash at start of year 7,214 8,076
Net cash at end of year 5,437 7,214
Analysis of changes in net debt
At 1 April 20 2 2 £’000 Cash Flows £’000 Other non-cash changes £’000 At 3 1 March 202 3 £’000
Cash and cash equivalents
Cash 7,214 (1,777) — 5,437
Notes to the Accounts
1. The audited Annual Financial Report has been prepared on the basis of
accounting policies set out in the statutory accounts of the Company for the
year ended 31 March 2023. All investments held by the Company are classified
as ‘fair value through the profit and loss’. Unquoted investments have
been valued in accordance with IPEVC guidelines, as updated in December 2022.
2. These are not statutory accounts in accordance with S436 of the Companies
Act 2006. The full audited accounts for the year ended 31 March 2023, which
were unqualified and did not contain any statements under S498(2) or S498(3)
of Companies Act 2006, will be lodged with the Registrar of Companies.
Statutory accounts for the year ended 31 March 2023 including an unqualified
audit report and containing no statements under the Companies Act 2006 will be
delivered to the Registrar of Companies in due course.
3. Copies of the Annual Report will be sent to shareholders and will be
available for inspection at the Registered Office of the Company at The Shard,
32 London Bridge Street, London, SE1 9SG and can be accessed on the following
website: www.foresightgroup.eu
4. Net asset value per share
Net asset value per Ordinary Share is based on net assets at the year end of
£2,477,000 (2022: £37,111,000) and on 34,593,623 Ordinary Shares (2022:
34,593,623), being the number of Ordinary Shares in issue at that date.
Net asset value per FWT Share is based on net assets at the year end of
£22,818,000 (2022: £16,622,000) and on 22,200,316 FWT Shares (2022:
17,058,716), being the number of FWT Shares in issue at that date.
5. Return per share
Year ended 31 March 202 3 Year ended 31 March 2022
Ordinary Shares £'000 FWT Shares £’000 Ordinary Shares £'000 FWT Shares £’000
Total profit after taxation 11,034 1,064 13,344 250
Total profit per share (note a) 31.9p 5.5p 38.3p 1.8p
Revenue profit/(loss) from ordinary activities after taxation 72 (238) 462 (194)
Revenue profit/(loss) per share (note b) 0.2p (1.2)p 1.3p (1.4)p
Capital gain from ordinary activities after taxation 10,962 1,302 12,882 444
Capital gain per share (note c) 31.7p 6.7p 37.0p 3.2p
Weighted average number of shares in issue during the year 34,593,623 19,466,327 34,850,621 13,566,526
Notes:
a) Total profit/(loss) per share is total profit/(loss) after taxation divided
by the weighted average number of shares in issue during the year.
b) Revenue profit/(loss) per share is revenue profit/(loss) after taxation
divided by the weighted average number of shares in issue during the year.
c) Capital gain/(loss) per share is capital gain/(loss) after taxation divided
by the weighted average number of shares in issue during the year.
6. The Annual General Meeting will be held at 12.30pm on 20 September 2023 at
the offices of Foresight Group, The Shard, 32 London Bridge Street, London,
SE1 9SG. Please refer to the formal notice on page 76 of the Annual Report and
Accounts for further details in relation to this year’s meeting.
7. Income
Year ended 3 1 March 20 2 3 £’000 Year ended 31 March 2022 £’000
Dividends receivable 264 484
Loan stock interest 362 417
Bank interest 30 1
656 902
8. Investments held at fair value through profit or loss
2023 2022
£’000 £’000
Unquoted Investments 19,951 46,231
Ordinary Shares Fund £’000 FWT Shares Fund £’000 Company £’000
Book cost at 1 April 2022 22,573 8,553 31,126
Investment holding gains 14,462 643 15,105
Valuation at 1 April 2022 37,035 9,196 46,231
Movements in the year:
Purchases at cost* 1,810 8,336 10,146
Disposal proceeds (52,247) — (52,247)
Realised gains 27,917 — 27,917
Investment holding (losses)/gains (13,692) 1,596 (12,096)
Valuation at 31 March 2023 823 19,128 19,951
Book cost at 31 March 2023 53 16,889 16,942
Investment holding gains 770 2,239 3,009
Valuation at 31 March 2023 823 19,128 19,951
*Purchases at cost for the Ordinary Shares represents costs incurred in
relation to the disposal of the Ordinary Shares portfolio.
9. Transactions with the Investment Manager
Foresight Group LLP was appointed as Investment Manager in January 2020 and
earned fees of £1,053,000 in the year ended 31 March 2023 (2022: £692,000).
A performance fee of £2,767,000 was paid during the year (2022: nil).
Foresight Group LLP is the Company Secretary (appointed in November 2017) and
received accounting and company secretarial services fees of £173,000 (2022:
£169,000), during the year.
At the balance sheet date there was £35,000 (2022: £49,000) due from
Foresight Group LLP. No amounts have been written off in the year in respect
of debts due to or from the Investment Manager.
END