Final Results
25/04/2023 17:06
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FORESIGHT VCT PLC
LEI: 213800GNTY699WHACF46
25 April 2023
Final results
31 December 2022
Foresight VCT plc, managed by Foresight Group LLP, today announces the final
results for the year ended 31 December 2022.
These results were approved by the Board of Directors on 25 April 2023.
The Annual Report will shortly be available in full at www.foresightgroup.eu.
All other statutory information can also be found there.
Highlights
* Total net assets £191.7 million.
* A final dividend of 4.5p per share was paid on 24 June 2022, costing
£10.0 million.
* A special interim dividend of 4.0p per share was paid on 21 October 2022,
costing £8.8 million.
* Net Asset Value per share decreased by 2.9% from 90.1p at 31 December 2021
to 87.5p at 31 December 2022. After adding back the payments of a 4.5p
dividend made on 24 June 2022 and a 4.0p dividend made on 21 October 2022, NAV
Total Return per share was 96.0p, bringing the total return in the year
to 6.5%.
* Four new investments costing £6.8 million and three follow-on investments
costing £3.3 million were made during the year.
* The value of the investment portfolio rose by £2.8 million in the year to
31 December 2022. This was driven by an increase of £14.6 million (2021:
£42.0 million) in the valuation of investments, plus £10.1 million of new
investments offset by sales of investments totalling £21.9 million.
* The offer for subscription launched in January 2023 was closed on 13 April
2023 and raised a total of £23.1 million after expenses.
* The Board is recommending a final dividend for the year ended 31 December
2022 of 4.4p per share, to be paid on 30 June 2023.
Chair’s statement
I am pleased to present the Company’s audited Annual Report and Accounts for
the year ended 31 December 2022 and to report a Net Asset Value Total Return
of 6.5% for the year and a dividend yield of 11.1% including a special
dividend.
Margaret Littlejohns, Chair of Foresight VCT plc
Overview of 2022
The Net Asset Value (“NAV”) Total Return per share of 6.5% for 2022
represents a good investment performance by the Company in the context of a
particularly challenging macroeconomic environment throughout the year.
While the impact of COVID-19 had receded by the start of the year, the Russian
invasion of Ukraine in February created an economic and geopolitical upheaval
across the globe. Financial and trade sanctions imposed on Russia in response
to the conflict increased the cost of energy and food and resulted in
worldwide inflationary pressures and further disruption of supply chains,
already under strain from the pandemic. The portfolio has some limited direct
exposure to Russia and Ukraine, including a small proportion of customers,
staff and contractors in both countries, but this remains manageable and
supply chains to date have not been significantly disrupted. Rising inflation
and interest rates, however, affected consumer and business confidence and,
particularly in the UK, reduced growth prospects during 2022. Against this
backdrop, the Manager worked closely with management teams of investee
companies to prepare and plan for a weakening economy.
The Company’s portfolio in aggregate has remained resilient amid this
economic and political turmoil during the year. Many of the portfolio
companies successfully adapted to the new economic landscape, with some
performing extremely well and demonstrating the strength of their management
teams. A minority struggled as a result of a fall in consumer demand and
inflationary pressures, especially surging energy prices. However, these
businesses are now beginning to show signs of recovery.
At the end of 2022, 26 companies still held in the portfolio recorded a
combined increase in unrealised value of £19.8 million, offset by 16
companies still held in the portfolio recording an aggregate fall in
unrealised value of £14.0 million.
Three investments were sold in full generating net gains in valuation of £8.8
million. Of particular note was the successful sale of Codeplay Software in
May 2022, which generated a multiple of over 15 times the original cost of
£0.7 million paid by the Company in 2018.
Strategy
The Board and the Manager continue to pursue a strategy for the Company which
includes the following four key objectives:
* Growth in Net Asset Value Total Return above a 5% target while continuing to
grow the Company’s assets
* Payment of annual ordinary dividends of at least 5% of the NAV per share
per annum (based on the latest announced NAV per share) while endeavouring,
at a minimum, to maintain the NAV per share on a year‑on‑year basis
* The implementation of a significant number of new and follow-on qualifying
investments every year, exceeding deployment requirements to maintain
VCT status
* Maintaining a programme of regular share buybacks at a discount of no less
than 7.5% (2021: 10%) to the prevailing NAV per share
The Board and the Manager believe that these key objectives remain appropriate
and the Company’s performance in relation to each of them over the past year
is reviewed in more detail below.
Net Asset Value and dividends
The NAV of the Company grew over the financial year from £185.1 million to
£191.7 million at 31 December 2022, which is in line with the Board’s
objective of growing the Company’s assets.
At the end of 2022, 89% of the Company’s assets were already invested and
the Board believed it would be in the Company’s best interest to raise
further funds to provide liquidity for its activities in 2023 and beyond. On
20 January 2023, the Company launched an offer for subscription to raise up to
£20 million, with an over‑allotment facility to raise up to a further £10
million, through the issue of new shares. The offer was closed on 13 April
2023 having raised gross proceeds of £24.1 million, £23.1 million after
expenses, as detailed in the post-balance sheet events note 20 of the Annual
Report and Accounts.
During the year, the previous offer was closed to applications on 7 April 2022
and raised gross funds of £24.1 million. We would like to thank those
existing shareholders who have supported these offers and welcome all new
shareholders to the Company.
The Company paid two dividends during the year: a dividend of 4.5p per share
paid on 24 June 2022 which represented 5% of the NAV per share as at 31
December 2021 and a special dividend of 4.0p per share paid on 21 October
2022, following the successful realisations of TFC Europe and Codeplay
Software. Our objective of maintaining NAV per share was met after paying the
first dividend, but the distribution of the special dividend reduced the NAV
per share to 87.5p at 31 December 2022, a reduction of 2.6p from 90.1p at 31
December 2021. After adding back both dividends, the NAV Total Return per
share for the year was 96.0p, representing a total return of 6.5%.
The total return per share from an investment in the Company’s shares made
five years ago is 41.3%, which is above the minimum target return set by the
Board of 5% per annum. Exceeding this target is at the centre of the
Company’s current and future portfolio management objectives.
The Board is recommending a final dividend for the year ended 31 December 2022
of 4.4p per share, to be paid on 30 June 2023 based on an ex-dividend date of
15 June 2023, with a record date of 16 June 2023. At the year end,
distributable reserves totalled £64,303,000 (2021: £81,536,000).
The Company continues to achieve its target dividend yield of 5% of NAV, which
was set in 2019 in light of the change in portfolio towards earlier-stage,
higher-risk companies, as required by the VCT rules. The Board and the Manager
hope that this level may be exceeded in future by payment of additional
“special” dividends as and when particularly successful portfolio
disposals are achieved.
Investment performance and portfolio activity
A detailed analysis of the investment portfolio performance over the year is
given in the Manager’s Review.
In brief, during the year under review, the Manager completed four new
investments, in a range of sectors, and three follow-on investments costing
£6.8 million and £3.3 million respectively. The Company also disposed of
three investments, generating proceeds of £19.9 million with a further £0.9
million of deferred consideration included within debtors at the year end,
representing a combined return multiple of 5.3x. Three loan principal
repayments were also received in the year totalling £2.0 million.
The Board and the Manager are confident that a more significant number of new
and follow-on investments can be achieved in 2023 as the economy continues to
recover and more opportunities emerge.
After the year end, the Company made four new investments totalling £4.9
million in Sprintroom Limited (£1.0 million), Firefish Software Limited
(£1.5 million), Five Wealth Limited (£0.7 million) and Red Flag Alert
Limited (£1.7 million). The Company also completed four follow‑on
investments with an aggregate cost of £2.8 million in IMMJ Systems Limited
(£0.6 million), NorthWest EHealth Limited (£1.5 million), Ten Health
& Fitness Limited (£0.6 million) and Additive Manufacturing Technologies
Ltd (£0.1 million). Furthermore, the Company realised its holdings in Mowgli
Street Food Limited, Innovation Consulting Group Limited and Datapath Group
Limited. The three exits combined generated proceeds of £15.4 million at
completion with a further £2.8 million of deferred consideration due over the
next 24 months. Including cash returned to the date of this report, the exits
have delivered an impressive aggregate return multiple of 5.8 times the
original investment. Further details of these investments and realisations can
be found in the Manager's Report.
The Company and Foresight Enterprise VCT plc have the same Manager and share
similar investment policies. The Board closely monitors the extent and nature
of the pipeline of investment opportunities and is reassured by the
Manager’s confidence in being able to deploy funds without compromising
quality and to satisfy the investment needs of both companies.
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 is measured against these principles. More
detailed information about the process can be found on pages 44 to 46 of the
Manager’s Review of the Annual Report and Accounts.
Buybacks
During the year the Company repurchased 11,429,802 shares for cancellation at
an average discount of 10.0%, achieving its former objective of maintaining
regular share buybacks at a discount of 10.0%. As noted above and in the
January 2023 Prospectus, the Board now has a current objective of maintaining
a programme of regular share buybacks at a discount of no less than 7.5% to
the prevailing NAV per share. The Board and the Manager consider that the
ability to offer to buy back shares at no less than 7.5% is fair to both
continuing and selling shareholders, and continues to help underpin the
discount to NAV at which the shares trade.
Share buybacks are timed to avoid the Company’s closed periods. Buybacks
will generally take place, subject to demand, during the following times of
the year:
* April, after the Annual Report has been published
* June, prior to the Half-Yearly reporting date of 30 June
* September, after the Half-Yearly Report has been published
* December, prior to the end of the financial year
Management charges, co-investment and performance incentive
The annual management fee is an amount equal to 2.0% of net assets, excluding
cash balances above £20 million, which are charged at a reduced rate of
1.0%. This has resulted in ongoing charges for the period ended
31 December 2022 of 2.2%, which is at the lower end of the range when
compared to competitor VCTs.
Since March 2017, co-investments made by the Manager and individual members of
the Manager’s private equity team have totalled £1.1 million alongside the
Company’s investments of £81.0 million. The co-investment scheme requires
that the individual members of the team invest in all of the Company’s
investments from that date onwards and prohibits selective “cherry
picking” of co‑investments. If any individual team member opts out of
co-investment, they cannot invest in anything during that year. The Board
believes that the co-investment scheme aligns the interests of the Manager's
team with those of shareholders and has contributed to the gradual improvement
in the Company’s investment performance.
In addition to the co-investment scheme, a performance incentive scheme has
been in place since 2017. The performance incentive scheme only applies after
an investment has been sold and the scheme incorporates three different
hurdles, all of which need to be achieved at different stages before any
performance fee can be paid: an Investment Growth Hurdle for the individual
investment at exit and also two NAV Total Return Hurdles, the first upon the
exit of the investment and the second three years later. The NAV Total Return
Hurdle increases each year, so the second NAV Total Return Hurdle will be
higher than the first. Despite continued improvement in the Company’s net
asset performance and in its NAV Total Return per share, increases in RPI
inflation have resulted in the initial NAV Total Return Hurdle under the
arrangement not being met at the date of relevant realisations in the year or
as at 31 December 2022.
As at 31 December 2022, the individual Investment Growth Hurdles have been
met for three realised and 14 unrealised investments out of the 35 new
early‑stage investments made since the introduction of the performance
incentive arrangements and a contingent liability of £7.2 million in respect
of this is disclosed in note 15 of the Annual Report and Accounts. At the date
of this report, the Company has not paid fees in relation to the scheme.
The Board has been pleased to note good performance in recent years and
several strong exits, including the exceptional exits of Codeplay for 15.4
times and TFC for 12.6 times the respective initial investment. However,
despite strong performance the current performance incentive arrangement has
not crystalised into performance related payments. The current performance
incentive arrangements were introduced during a period of low interest rates
and inflation in the UK. In light of recent economic conditions, in particular
rises in inflation, the hurdles under the current arrangements have become
extremely difficult to achieve even where there is exceptional investment
performance. In addition, the arrangements are complex and require onerous
assessment and monitoring with any payment being made long after the relevant
investment exit. The Board has, therefore, been considering revised
arrangements which better incentivise the Manager’s performance and are
simpler to implement and understand, whilst continuing to align with the
interests of shareholders.
The new arrangements will supersede the current scheme and any potential
outstanding liabilities relating to it will end. Going forward, it is proposed
that the Manager be able to earn an annual performance incentive fee as
summarised below.
A performance incentive fee would be payable in respect of each financial year
commencing on or after 1 January 2023 where the Company achieves an average
annual NAV Total Return per share, over a rolling five year period, in excess
of an average annual hurdle of 5%. In respect of the relevant financial year,
the average annual NAV Total Return per share is the total movement in Net
Asset Value per share plus dividends from the start of the four preceding
years to the end of that financial year (i.e. a rolling five year period)
divided by five. The average annual hurdle is an average return of 5% per
annum (simple, not compounded) over that same rolling five year period from
the opening Net Asset Value per share at the beginning of that rolling five
year period. If the hurdle is met, the Manager would be entitled to an amount
equal to 20% of the excess over the hurdle subject to a cap of 1% of the
closing Net Asset Value for the relevant financial year (and no fee will be
due in excess of this cap). Where there is a negative return in the relevant
financial year no fee shall be payable even if the hurdle is exceeded.
However, the potential fee will be carried forward and will become due at the
end of the next financial year if the performance hurdle described above for
that next financial year is achieved and the negative return in the preceding
financial year is recovered in that next financial year. Any such catch up
fees shall be paid alongside any fee payable for the next financial year
subject to the 1% cap applying to both fees in aggregate. Any such catch up
fees cannot be rolled further forward to subsequent financial years. The new
arrangements will be subject to continual review by the Board to ensure
continued alignment with the interests of shareholders.
These proposals, which have not yet been entered into, will constitute a
related party transaction under the Listing Rules of the Financial Conduct
Authority and will, before they can be implemented, require a ‘fair and
reasonable’ opinion from a sponsor and also the approval of shareholders. A
circular to shareholders setting out further details and convening a general
meeting to seek such approval will be sent to shareholders in due course.
More information on the current performance incentive arrangements (including
an explanation of terms used above) can be found in note 13 of the Annual
Report and Accounts.
Board composition
The Board continues to review its own performance and undertakes succession
planning to maintain an appropriate level of independence, experience,
diversity and skills in order to be in a position to discharge its
responsibilities. 2023 has seen some planned changes to the composition of the
Board.
The Board was delighted to appoint David Ford and Dan Sandhu as Non-Executive
Directors in January 2023. Details of David and Dan’s experience and
expertise can be found in their biographies on page 53 of the Annual Report
and Accounts.
After over 16 years as a Non-Executive Director, including nearly 12 years as
Chair of the Audit Committee, Gordon Humphries will not stand for re-election
at the AGM on 15 June 2023. On behalf of the Company, I would like to thank
Gordon for his significant contribution and dedication to the Company, which
has benefited enormously from his wise counsel during his many years of
service. We will miss Gordon and we wish him the very best for the future.
Gordon will be succeeded as Chair of the Audit Committee by Patty Dimond, who
has already served on the Board for two years. Patty qualified with Deloitte
Haskins & Sells as a Chartered Accountant and has experience as a current
chair of the audit committee of Hilton Food Group plc and a former chair of
the audit committee of LXi REIT plc, both FTSE 350 companies.
The Nomination Committee will continue its plans to refresh the Board over the
coming year and aims to achieve a sensible balance between continuity and
reinvigoration in compliance with the AIC Code. It is expected that the Board
will revert to four Directors in 2024.
Shareholder communication
We were delighted to meet once again with some shareholders in person at the
AGM on 31 May 2022, having long been unable to do so as a result of the travel
restrictions due to COVID-19. Arrangements were also made to enable
shareholders to attend online. However, very few took advantage of this
facility and the Board has decided, in view of the considerable cost of
providing it, not to repeat this in 2023. Additionally, the Manager once again
reintroduced in-person investor forum events in the year which have proven
popular with our shareholders in the past.
Annual General Meeting
The Company’s Annual General Meeting will take place on 15 June 2023 at
2.00pm and we look forward to meeting as many of you as possible in person.
Please refer to the formal notice on page 99 of the Annual Report and Accounts
for further details in relation to the format of this year’s meeting. We
would encourage you to submit your votes by proxy ahead of the deadline of
2.00pm on 13 June 2023 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
Growth in the UK is likely to be sluggish in 2023 and the prospects for many
other countries are also uncertain. The economic impact of the war in Ukraine
is likely to persist; ongoing inflationary pressures, tighter monetary
policies and supply chain issues may continue to hinder economic recovery.
Furthermore, the collapse of Silicon Valley Bank in March 2023 increased
turmoil in financial markets. We are conscious that such conditions could
prove challenging for our investee companies which are unquoted, small,
early-growth businesses and by their nature entail higher levels of risk and
lower liquidity than larger listed companies.
However, the Manager understands well the management and business requirements
of each of the companies within the investment portfolio and is working
closely with them to help them adapt to, and grow within, this changing
environment. The Company’s current portfolio of investments is well
diversified by number, business sector, size and stage of development and
overall has already demonstrated its relative resilience in the face of
economic and geopolitical difficulties.
The fundraising referred to earlier will provide additional resources to make
new acquisitions and enable the Company to continue to take advantage of the
increasing numbers of investment opportunities that are now emerging out of
the recent disruption. Although there will be considerable economic headwinds
in the year ahead, we believe the diversified portfolio is well positioned to
generate long-term value for shareholders.
Margaret Littlejohns
Chair
25 April 2023
Manager’s review
The Board has appointed Foresight Group LLP (“the Manager”) to provide
investment management and administration services.
Portfolio summary
As at 31 December 2022, the Company’s portfolio comprised 50 investments
with a total cost of £103.8 million and a valuation of £169.8 million.
The portfolio is diversified by sector, transaction type and maturity
profile. Details of the ten largest investments by valuation, including an
update on their performance, are provided on pages 28 to 32 of the Annual
Report and Accounts.
In the year, the value of the investment portfolio rose by £2.8 million as a
result of an increase of £14.6 million in the valuation of investments, plus
£10.1 million of new investments offset by sales of investments totalling
£21.9 million. Overall, the portfolio has performed well despite uncertainty
in the markets following the impact of COVID-19 and subsequent geopolitical
uncertainty and price inflation.
In line with the Board’s strategic objectives, the Manager remains focused
on growing the Company through further development of Net Asset Value Total
Return whilst paying an annual dividend to shareholders of at least 5% of the
latest announced NAV per share. In the year, Net Asset Value Total Return was
6.5%, net assets increased 3.6% to £191.7 million and dividends of 9.4% of
the NAV per share as at 31 December 2021 were paid, meaning that the Company
has successfully met these objectives.
New investments
2022 was a mixed year in the markets, with the technology sector in particular
performing strongly early in 2022 but then seeing a significant softening.
Many investee management teams have successfully steered their businesses
through the uncertainty of 2022, whilst developing clearer medium and
longer-term growth plans.
The Manager has invested further in its origination capabilities and
identified a large number of potentially attractive investment opportunities
during the year.
Over the course of 2022, four new investments were completed, investing a
total of £6.8 million. New investments were across compliance technology,
health services, advanced materials and insure-tech. Behind these, there
continues to be a strong pipeline of opportunities that the Manager expects to
convert during the next 12 months. Follow-on investments totalling
£3.3 million were also made in three existing investee companies.
Homelink Healthcare Limited
In March 2022, the Company invested £1.1 million in Homelink Healthcare, a
specialist provider of hospital‑at‑home and virtual ward services. The
business employs highly qualified and experienced nurses and rehabilitation
teams to provide services to patients in their own homes through contracts
with the NHS. These services deliver a range of clinical interventions,
including wound care, intravenous therapies, physiotherapy and rehabilitation.
The nurses are paid in-line with NHS remuneration and the clinical services
offered alleviate pressure on the NHS by freeing up vital bed space, saving
time and reducing costs.
So-Sure Limited
In May 2022, the Company invested £1.6 million in So‑Sure, a digital tech
platform that operates across the entire insurance supply chain, automating
much of the process from distribution and policy administration to fraud
detection and claim management. The investment will be used to scale up the
business by investing into marketing, technology and to improve platform
automation.
Strategic Software Applications Ltd
In August 2022, the Company invested £1.7 million in Strategic Software
Applications, which trades under the name Ruleguard, a London-based SaaS
technology provider supporting financial institutions in meeting their
regulatory compliance obligations. The platform enables customers to navigate
the ever‑growing challenges of increasing regulatory compliance requirements
with efficiency, reduced risk and lower audit compliance costs. The investment
will help the company to develop additional platform capabilities while
scaling up sales and marketing functions to capitalise on a large and growing
market opportunity.
Copptech UK Limited
In August 2022, the Company made a £2.4 million investment in Copptech, a
developer of environmentally friendly antimicrobial technologies that kill
bacteria, fungi and viruses. Applications for the technology are wide ranging
and include diminishing the transmission of viruses in medical facilities,
extending the shelf life of perishable goods, reducing discolouration and
odour in clothing and providing mould, fungi and termite‑resistant
properties to building materials. The business has proven itself to be highly
scalable across Latin America and is already seeing meaningful traction in the
large North American and European markets, where it is expanding its sales
teams and operations. The investment will enable Copptech to scale the
business and operate globally.
Follow-on investments
The Manager had expected that more portfolio companies would need additional
capital to support them through continued difficult trading conditions
resulting from macroeconomic challenges and political uncertainty affecting
energy and supply prices. However, the portfolio has remained relatively
resilient.
The Manager has arranged follow-on investments in three companies during 2022,
totalling £3.3 million. Further details of each of these are provided below.
The additional equity injections in the year were mainly used to support each
company’s further growth plans, such as launching new products or to expand
into new markets. In view of the difficult economic outlook, the Manager
remains vigilant about the health of the rest of the portfolio and the need
for follow-on funding over the coming months.
Rovco Ltd
In March 2022, Rovco, a leading provider of autonomous and cloud-managed
robotics for subsea surveys in offshore wind and oil field decommissioning,
received a £0.5 million follow-on investment from the Company as part of a
larger round with various new institutional investors. The investment will be
used to further develop Rovco’s technical capabilities and alleviate
pressure on working capital requirements.
Hexarad Group Limited
In August 2022, a £0.7 million follow-on investment was made in Hexarad, an
early-stage, high-growth healthcare technology company, providing
teleradiology services to NHS Trusts and UK private healthcare customers. The
investment will be used to accelerate the company’s growth plans in response
to significant market demand.
Spektrix Limited
In November 2022, a follow-on investment of £2.0 million was made in
Spektrix, alongside a US institutional investor. Spektrix is an enterprise
software company providing ticketing, CRM, marketing and fundraising software
to companies in the performing arts sector. The investment will be used to
support growth plans for the business.
Realisations
The M&A climate was robust, particularly in the first half of 2022 and the
Manager was pleased to report some particularly strong realisations, as well
as a disposal of a challenged portfolio business. The Manager continues to
engage with a range of potential acquirers of several portfolio companies,
with demand for these high-growth businesses demonstrated by both private
equity and trade buyers.
Online Poundshop Limited
In February 2022, the Company sold its holding in Online Poundshop to
Poundland, one of the UK’s largest single price retailers. Unfortunately,
Online Poundshop’s business model had proven challenging for some time and
despite revenue growth and a near break-even position it was unsustainable in
the existing ownership structure. A dual track fundraising and trade exit
process was launched and whilst there were several expressions of interest
from UK retailers, ultimately Poundland were the most deliverable and
committed to continuing to increase employment in the West Midlands. The
transaction generated £nil proceeds on the Company's £2.6 million
investment.
TFC Europe Limited
In June 2022, the Company sold its holding in TFC, a market-leading
manufacturing operations services provider, to AFC, an Ohio-based distributor
of fasteners backed by Bertram Capital, a California‑based mid‑market
private equity house. This resulted in proceeds of £10.3 million,
representing a particularly strong return of 12.6x the original investment
made by Foresight 2 VCT plc, which merged with the Company in December 2015.
With offices in the UK and Germany, TFC is predominantly a supplier of
technical fasteners across Europe. Since the original investment, the Manager
had taken a proactive approach to supporting TFC, helping to extend its
network in the UK and Germany. TFC rapidly expanded its vendor managed
inventory service, grew its customer base, and became a market-leading service
provider to SMEs and international global brands operating across a range of
industries. The Manager supported three acquisitions as well as considerable
investment in new and existing facilities, opening new sites in England,
Northern Ireland and Czechia.
Codeplay Software Limited
In June 2022, the Company completed the sale of Codeplay, one of the UK’s
leading providers of solutions for the semiconductor industry, to a leading US
chip manufacturer.
Since the Manager's investment in 2018, Codeplay continued to develop a suite
of high-performance software assets and is positioned at the centre of an
increasingly important ecosystem that improves the performance of chips, used
in high-performance and low-power environments, from supercomputers to
self-driving cars. It has also developed new routes to market, selling its
solutions to chip companies and downstream users, such as manufacturers of
diagnostic healthcare equipment.
This transaction generated proceeds of £9.6 million, representing an
exceptional return of 15.4x and an IRR of nearly 100%.
Realisations in the year ended 31 December 2022
Accounting Valuation at
cost at date Realised 31 December
of disposal Proceeds gain/(loss) 2021
Company Detail (£) (£) (£) (£)
TFC Europe Limited Full disposal 3,614,612 10,271,922 6,657,310 6,887,033
Codeplay Software Limited (1) Full disposal 689,656 9,582,978 8,893,322 4,099,278
Spektrix Limited Loan repayment 1,442,000 1,442,000 — 1,442,000
Specac International Limited Loan repayment 500,000 500,000 — 500,000
Positive Response Communications Limited Loan repayment 125,000 125,000 — 125,000
Online Poundshop Limited Full disposal 2,610,000 — (2,610,000) —
Total disposals 8,981,268 21,921,900 12,940,632 13,053,311
1. A further £930,000 of deferred consideration has been reflected in the
accounts.
Pipeline
At 31 December 2022, the Company had cash reserves of £19.5 million, which
will be used to fund new and follow‑on investments, buybacks and running
expenses. The Manager is seeing its pipeline of potential investments grow and
has a number of opportunities under exclusivity or in due diligence, which
continue to progress.
The volatility caused by political uncertainty, rising energy costs and
broader price inflation resulted in a challenging period for many companies,
with staff retention and exaggerated wage expectations causing concern for
many. This does, however, create opportunities, and the Manager is well placed
to consider these as they arise, whilst supporting existing portfolio
companies with follow-on investments as needed.
In the medium term and long term, the Manager expects that current
unpredictability will present attractive investment opportunities. It is able
to access these opportunities through its wide and proprietary network of
contacts around the country, and considers the Company’s strategy to be
well-suited to market volatility, due to its balanced mix of companies across
sectors and stages, experienced investment team and network of
high‑quality chairs.
Post year end activity
Sprintroom Limited
In January 2023, £1.0 million of growth capital was invested in Sprintroom,
which trades as Sprint Electric. The business designs and manufactures drives
for controlling electric motors in light and heavy industrial applications, as
well as recovering and reusing otherwise lost energy. The investment will be
used to further develop and commercialise novel alternating current variable
speed drive technology.
IMMJ Systems Limited
In February 2023, £0.6 million was invested in IMMJ, a clinical electronic
document management solution supplier to the NHS. The investment will be used
to grow the leadership team and bolster the business’ abilities to support
the digitisation of records, providing easy and efficient access to patient
records for clinical care across the NHS.
Firefish Software Limited
In March 2023, the Company invested £1.5 million in Firefish Software
Limited, a Glasgow based customer relationship management and marketing
software platform targeting the recruitment sector. The funding will be used
to further develop the platform in order to attract a larger enterprise level
customer base and expand its outbound sales team.
NorthWest EHealth Limited
In March 2023, the Company invested £1.5 million in NorthWest EHealth, which
provides software and services to the clinical trials market, allowing
pharmaceutical companies and contract research organisations to conduct
feasibility studies, recruit patients and run trials. The investment will be
used to support the delivery of a 100% growth in real world trial delivery in
FY23, while completing building the company's Connexon platform; to be
compatible with all UK healthcare data sources by year end.
Ten Health & Fitness Limited
In March 2023, Ten Health, a multi-site operator in the boutique health,
wellbeing and fitness market, received an additional investment of £0.6
million. The funding will enable the company to complete its new flagship
Kings Cross site and support the company’s transition to profitability from
Q1 2023.
Five Wealth Limited
In March 2023, the Company invested £0.7 million in Five Wealth, an
established boutique financial planning business operating across the North
West of England, headquartered in Manchester. This growth capital investment
will be used to support increased marketing and advertising to drive top line
growth and greater regulatory and compliance costs which are forecast
to increase commensurately with AUM.
Red Flag Alert Limited
In March 2023, the Company invested £1.7 million in Reg Flag Alert, a
Manchester based proprietary SaaS intelligence platform with modular
capabilities spanning compliance, prospecting, risk management and financial
health assessments. The growth capital will be used to expand the sales team
and alongside an increased marketing budget is expected to accelerate new
client acquisition.
Additive Manufacturing Technologies Ltd ("AMT")
In April 2023, the Company invested £0.1 million in AMT, which manufactures
systems that automate the post‑processing of 3D printed parts. The
investment will be used to cover short-term working capital requirements, as
the business continues to grow sales and pushes towards sustainable
profitability.
Mowgli Street Food Group Limited
In January 2023, the Company announced the successful exit of casual Indian
food chain Mowgli to TriSpan, a global private equity firm with extensive
restaurant expertise. The Manager invested in 2017, when the business had
three restaurant sites. It has since grown to 15 sites nationally. The Manager
introduced Dame Karen Jones as chair, Matt Peck as finance director and helped
recruit Lucy Worth as operations director and together with this team built a
market-leading hospitality brand. The business also shared the Manager’s
commitment to sustainability, creating more than 500 jobs and ranking 16th
best UK company to work for in 2022 owing to its focus on employee welfare,
local charity support and sustainable sourcing.
The exit resulted in proceeds of £5.2 million, of which £1.6 million will be
received over 12 months post the completion of the exit, representing a return
of 3.5x cost.
Innovation Consulting Group Limited ("GovGrant")
In March 2023, the Company announced the impressive exit of GovGrant to Source
Advisors, a US corporate buyer backed by BV Investment Partners. GovGrant is
one of the UK’s leading providers of R&D tax relief, patent box relief and
other innovation services. The transaction generated proceeds of £6.8 million
at completion. When added to £0.5 million of cash returned to date, this
implies a total cash-on-cash return of 4.4 times the capital of £1.65 million
invested in October 2015, equivalent to an IRR of 24%.
Since the original investment in 2015, the Manager had helped GovGrant through
a period of material growth during which it supported the R&D activities of a
growing number of customers. GovGrant’s high levels of service and
innovative products, such as the growing patent box offering, have contributed
to driving innovation in the UK economy. The Manager had taken a proactive
approach to supporting the exceptional senior management team, all of whom
were introduced to the business during the investment period.
Datapath Group Limited
In March 2023, the Company announced the notable exit of Datapath, a global
leader in the provision of visual solutions. The transaction generated
proceeds of £5.1 million at completion with an additional £1.2 million
payable over the next 24 months. When added to £5.4 million of cash returned
to date, this implies a total cash-on-cash return of 11.7 times the original
investment, equivalent to an IRR of 38% since the initial investment in 2007.
Since the original investment, the Manager had supported Datapath through a
period of material growth with revenues growing from approximately £7 million
to £25 million. Datapath has developed a market leading hardware and software
product suite for the delivery of multi-screen displays and video walls which
are sold globally to a diverse customer base across a range of sectors.
Key portfolio developments
Material changes in valuation, defined as increasing or decreasing by £1.0
million or more since 31 December 2021, are detailed below. Updates on these
companies are included below, or in the Top Ten Investments section on pages
28 to 32 of the Annual Report and Accounts.
Key valuation changes in the year
Company Valuation methodology Net movement (£)
Hospital Services Group Limited Discounted earnings multiple 3,336,610
Callen-Lenz Associates Limited Discounted revenue multiple 2,826,319
Spektrix Limited Price of last funding round 2,390,122
Nano Interactive Group Limited Discounted offer received 1,674,441
Fourth Wall Creative Limited Discounted revenue multiple 1,265,741
Vio Healthtech Limited Nil value (1,000,644)
Innovation Consulting Group Limited Discounted offer received (1,652,336)
Datapath Group Limited Discounted offer received (1,836,068)
Biotherapy Services Limited Nil value (2,346,371)
Ollie Quinn Limited Discounted revenue multiple (2,994,488)
Ollie Quinn Limited
Ollie Quinn is a branded retailer of prescription glasses, sunglasses and
non-prescription polarised sunglasses based in the UK and Canada.
31 December 2022 update
Trading in the Canadian stores is robust, however the weaker economic
environment in the UK and particularly soft consumer confidence has
contributed to under‑performance in the UK stores in the latter part of
2022.
Vio Healthtech Limited
Vio Healthtech is a specialist women’s health company, which has developed a
range of medical devices that predict ovulation to support women trying to
conceive. It is also developing digital healthcare solutions (digital
therapeutics) to support broader health issues around the menopause and
polycystic ovary syndrome.
31 December 2022 update
The company has struggled to regain positive sales traction post-pandemic and
has had to significantly reduce spend on marketing activities. Management
continues to seek alternative investment to support the ongoing transition to
a digital therapeutics model, including further new product development.
Biotherapy Services Limited
Biotherapy Services is an early-stage biopharma company that has developed a
platform treatment for use in wound healing, initially for the treatment of
diabetic foot ulcers but with additional use in cardiac issues and lung
treatments. The company had been progressing a clinical trial.
31 December 2022 update
Recruitment into the RAPID gel trial has now been stopped as a result of
continued slow progress. The trial will be formally closed to allow the
publication of positive interim data. The company is still attempting to raise
funds; however, despite several positive meetings, no heads of terms have been
received and there is a substantial risk that no additional funding can be
secured. If no funding is received, the company will pursue a sale.
Outlook
2022 has been a year of volatility for most asset classes, as rising
inflation, increased energy costs and higher interest rates impacted business
performance, particularly in the second half of the year. In global equity
markets, the MSCI World Index fell by 10% over the 12 months, while the
tech-heavy NASDAQ fell by more than 30%.
In the UK, business and consumer confidence was dented by political
uncertainty and broader price inflation. Russia’s invasion of Ukraine had a
particularly acute effect on the UK economy as the price of electricity rose
sharply due to the country’s reliance on natural gas for power generation.
In many markets, businesses began to invest in growth after an uncertain
COVID-19 period at the same time that global supply chain issues resulted in
long lead times for products, weighing on sales and increasing working capital
requirements. Many businesses in the Company’s portfolio faced challenges
with both staff retention and hiring, as the number of vacancies and wage
inflation drove staff churn. This required careful attention from management
teams and the Manager's board members, but often presented an opportunity to
focus on efficiency by retaining the best talent.
Despite this backdrop, the Company’s portfolio performed strongly in the
year, achieving a 6.5% NAV Total Return for its shareholders, with exceptional
exits from the likes of TFC and Codeplay contributing in the Company's
dividend of 8.5p per share for the year, representing an attractive 11.1%
dividend yield. The Company’s strategy is well-suited to market volatility,
given its diverse sector allocation and the mix of later and earlier‑stage
growth companies in the portfolio, many of which are profitable and so
typically more resilient in a downturn.
Looking forward to 2023, the UK market is likely to remain unpredictable.
While some forecasters are expecting interest rates to peak in the summer, the
labour market remains stubbornly tight and inflation persistent, meaning that
rates may remain elevated for a longer period. While a recession has been
avoided to date, balancing rate increases with current low growth and
productivity rates is a difficult task for politicians and rate-setters. The
range of outcomes for SMEs is likely to be wide, and so a balanced approach to
portfolio construction is prudent, alongside providing hands-on support for
management teams as they navigate this environment.
This is not a reason to be pessimistic. The UK remains a dynamic economy,
attracting some of the best global talent in technology, life sciences,
engineering and financial services among many others, while its cities remain
a destination for workers and tourists alike. The Manager believes that the UK
has great potential in the medium and long term with many competitive
advantages over its neighbours and more distant trading partners, and this
temporary pullback is already presenting unique investment opportunities,
which we are able to access through our wide and proprietary network of
contacts around the country. A weaker sterling also attracts overseas
acquirers to the UK, such as the US trade buyers for Codeplay, TFC and
other exits.
The Manager is pleased with the overall performance of the portfolio over the
past 12 months, especially in these challenging times, and looks forward to a
further improvement as labour markets loosen, inflation reduces and interest
rates peak and reverse. While the market remains uncertain, the Manager
expects to see a sustained high level of activity from UK companies seeking
growth capital and expects VCTs to remain an attractive source of capital for
entrepreneurs. This is driven by good relative performance of the Company,
supported by its diverse portfolio and high‑touch approach to supporting
management teams and SMEs in achieving their full potential.
James Livingston
on behalf of Foresight Group LLP
Co-Head of Private Equity
25 April 2023
Income statement
for the year ended 31 December 2022
Year ended 31 December 2022 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Realised gains on investments — 13,207 13,207 — 13,070 13,070
Investment holding gains — 2,138 2,138 — 30,424 30,424
Income 1,536 — 1,536 858 — 858
Investment management fees (949) (2,550) (3,499) (772) (2,612) (3,384)
Other expenses (680) — (680) (587) — (587)
(Loss)/return on ordinary activities before taxation (93) 12,795 12,702 (501) 40,882 40,381
Taxation — — — — — —
(Loss)/return on ordinary activities after taxation (93) 12,795 12,702 (501) 40,882 40,381
(Loss)/return per share (0.1)p 5.9p 5.8p (0.2)p 19.9p 19.7p
The total columns of this statement are 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 total comprehensive income has been
presented.
The Company has only one class of business and one reportable segment, the
results of which are set out in the Income Statement and Balance Sheet.
There are no potentially dilutive capital instruments in issue and, therefore,
no diluted earnings per share figures are relevant. The basic and diluted
earnings per share are, therefore, identical.
The notes on pages 82 to 98 of the Annual Report and Accounts form part of
these financial statements.
Reconciliation of movements in shareholders' funds
Year ended Called-up share capital £’000 Share premium account Capital redemption reserve Distributable reserve (1) £’000 Capital reserve (1) £’000 Revaluation reserve £’000 Total
31 December 2022 £’000 £’000 £’000
As at 1 January 2022 2,056 34,954 1,081 75,591 5,945 65,521 185,148
Share issues in the year (2) 250 22,084 — — — — 22,334
Expenses in relation to share issues (3) — (658) — — — — (658)
Repurchase of shares (114) — 114 (8,980) — — (8,980)
Realised gains on disposal of investments — — — — 13,207 — 13,207
Investment holding gains — — — — — 2,138 2,138
Dividends paid — — — (18,817) — — (18,817)
Management fees charged to capital — — — — (2,550) — (2,550)
Revenue loss for the year — — — (93) — — (93)
As at 31 December 2022 2,192 56,380 1,195 47,701 16,602 67,659 191,729
Year ended 31 December 2021 Called-up share capital £’000 Share premium account £’000 Capital redemption reserve £’000 Distributable reserve (1) £’000 Capital reserve (1) £’000 Revaluation reserve £’000 Total £’000
As at 1 January 2021 2,060 67,634 994 50,546 (4,513) 35,097 151,818
Share issues in the year (2) 83 6,714 — — — — 6,797
Expenses in relation to share issues (3) — (198) — — — — (198)
Repurchase of shares (87) — 87 (6,142) — — (6,142)
Cancellation of share premium — (39,196) — 39,196 — — —
Realised gains on disposal of investments — — — — 13,070 — 13,070
Investment holding gains — — — — — 30,424 30,424
Dividends paid — — — (7,508) — — (7,508)
Management fees charged to capital — — — — (2,612) — (2,612)
Revenue loss for the year — — — (501) — — (501)
As at 31 December 2021 2,056 34,954 1,081 75,591 5,945 65,521 185,148
1. Reserve is available for distribution; total distributable reserves at 31
December 2022 total £64,303,000 (2021: £81,536,000).
2. Includes the dividend reinvestment scheme.
3. Expenses in relation to share issues includes trail commission for prior
years’ fundraising.
The notes on pages 82 to 98 of the Annual Report and Accounts form part of
these financial statements.
Balance sheet
At 31 December 2022
Registered number: 03421340
As at As at
31 December 31 December
2022 2021
£’000 £’000
Fixed assets
Investments held at fair value through profit or loss 169,775 167,006
Current assets
Debtors 3,037 1,669
Cash and cash equivalents 19,525 17,521
22,562 19,190
Creditors
Amounts falling due within one year (608) (751)
Net current assets 21,954 18,439
Amounts falling due greater than one year — (297)
Net assets 191,729 185,148
Capital and reserves
Called-up share capital 2,192 2,056
Share premium account 56,380 34,954
Capital redemption reserve 1,195 1,081
Distributable reserve 47,701 75,591
Capital reserve 16,602 5,945
Revaluation reserve 67,659 65,521
Equity shareholders’ funds 191,729 185,148
Net Asset Value per share 87.5p 90.1p
The financial statements were approved by the Board of Directors and
authorised for issue on 25 April 2023 and were signed on its behalf by:
Margaret Littlejohns
Chair
The notes on pages 82 to 98 of the Annual Report and Accounts form part of
these financial statements.
Cash flow statement
For the year ended 31 December 2022
Year ended Year ended
31 December 31 December
2022 2021
£’000 £’000
Cash flow from operating activities
Loan interest received from investments 1,249 582
Dividends received from investments 132 384
Deposit and similar interest received 220 1
Investment management fees paid (3,789) (3,095)
Secretarial fees paid (130) (122)
Other cash payments (457) (462)
Net cash outflow from operating activities (2,775) (2,712)
Cash flow from investing activities
Purchase of investments (11,051) (15,111)
Proceeds on sale of investments 21,922 22,810
Proceeds on deferred consideration 266 —
Net cash inflow from investing activities 11,137 7,699
Cash flow from financing activities
Proceeds of fundraising 18,531 5,407
Expenses of fundraising (473) (164)
Repurchase of own shares (9,234) (5,496)
Equity dividends paid (15,182) (6,152)
Net cash outflow from financing activities (6,358) (6,405)
Net inflow/(outflow) of cash in the year 2,004 (1,418)
Reconciliation of net cash flow to movement in net funds
Increase/(decrease) in cash and cash equivalents for the year 2,004 (1,418)
Net cash and cash equivalents at start of year 17,521 18,939
Net cash and cash equivalents at end of year 19,525 17,521
Analysis of changes in net debt
At At
1 January 31 December
2022 Cash flow 2022
£’000 £’000 £’000
Cash and cash equivalents 17,521 2,004 19,525
The notes on pages 82 to 98 of the Annual Report and Accounts form part of
these financial statements.
Notes
1. These are not statutory accounts in accordance with S436 of the Companies
Act 2006. The full audited accounts for the year ended 31 December 2022, which
were unqualified and did not contain statements under S498(2) of the Companies
Act 2006 or S498(3) of the Companies Act 2006, will be lodged with the
Registrar of Companies. Statutory accounts for the year ended 31 December 2022
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.
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 December 2022. All investments held by the Company are
classified as ‘fair value through the profit and loss’. Unquoted
investments have been valued in accordance with IPEV guidelines. Quoted
investments are stated at bid prices in accordance with the IPEV guidelines
and Generally Accepted Accounting Practice.
1. Copies of the Annual Report will be sent to shareholders and can be
accessed on the following website: www.foresightvct.com.
1. Net Asset Value per share
The Net Asset Value per share is based on net assets at the end of the year
and on the number of shares in issue at that date.
31 December 31 December
2022 2021
Net assets £191,729,000 £185,148,000
No. of shares at year end 219,151,944 205,591,087
Net Asset Value per share 87.5p 90.1p
1. Return per share
Year ended Year ended
31 December 31 December
2022 2021
£’000 £’000
Total return after taxation 12,702 40,381
Total return per share (note a) 5.8p 19.7p
Revenue loss from ordinary activities after taxation (93) (501)
Revenue loss per share (note b) (0.1)p (0.2)p
Capital return from ordinary activities after taxation 12,795 40,882
Capital return per share (note c) 5.9p 19.9p
Weighted average number of shares in issue in the year (note d) 218,519,391 204,937,084
Notes:
1. Total return per share is total return after taxation divided by the
weighted average number of shares in issue during the year.
2. Revenue loss per share is revenue loss after taxation divided by the
weighted average number of shares in issue during the year.
3. Capital return per share is capital return after taxation divided by the
weighted average number of shares in issue during the year.
4. The weighted average number of shares is calculated by taking the number of
shares issued and bought back during the year, multiplying each by the
percentage of the year for which that share number applies and then totalling
with the number of shares in issue at the beginning of the year.
1. Annual General Meeting
The Annual General Meeting of the Company will be held at the offices of
Foresight Group LLP, The Shard, 32 London Bridge Street, SE1 9SG on 15 June
2023 at 2.00pm. Details will be published on both the Company’s and the
Manager’s website at www.foresightvct.com.
1. Income
Year ended Year ended
31 December 31 December
2022 2021
£’000 £’000
Loan stock interest 1,184 473
Dividends receivable 132 384
Deposit and similar interest received 220 1
1,536 858
1. Investments held at fair value through profit or loss
2022 2021 £’000
£’000
Unquoted investments 169,775 167,006
£’000
Book cost as at 1 January 2022 102,687
Investment holding gains 64,319
Valuation at 1 January 2022 167,006
Movements in the year:
Purchases at cost 10,060
Disposal proceeds (1) (21,922)
Realised gains (2) 12,941
Investment holding gains (3) 1,690
Valuation at 31 December 2022 169,775
Book cost at 31 December 2022 103,766
Investment holding gains 66,009
Valuation at 31 December 2022 169,775
1. The Company received £21,922,000 (2021: £22,810,000) from the disposal of
investments during the year. The book cost of these investments when they were
purchased was £8,981,000 (2021: £9,740,000). These investments have been
revalued over time and until they were sold any unrealised gains or losses
were included in the fair value of the investments.
2. Realised gains in the Income Statement include deferred consideration
receipts from Accrosoft Limited (£51,000), FFX Group Limited (£155,000) and
Ixaris Systems Ltd (£60,000).
3. Investment holding gains in the Income Statement include the deferred
consideration debtor increase of £448,000. The debtor movement reflects the
recognition of amounts receivable in respect of Codeplay Software Limited
(£930,000) and FFX Group Limited (£155,000), offset by receipts in respect
of Accrosoft Limited (£51,000), FFX Group Limited (£155,000) and Ixaris
Systems Ltd (£60,000) and provisions made against balances in respect of
Mologic Ltd. (£361,000) and Accrosoft Limited (£10,000).
1. Related party transactions
No Director has an interest in any contract to which the Company is a party
other than their appointment and remuneration as Directors.
1. Transactions with the Manager
Foresight Group LLP was appointed as Manager on 27 January 2020 and earned
fees of £3,499,000 during the year (2021: £3,087,000).
Foresight Group LLP is the Company Secretary (appointed in November 2017) and
received accounting and company secretarial services fees of £130,000 (2021:
£122,000) during the year. At 31 December 2022, the amount due to Foresight
Group LLP was £nil (2021: £nil).
No amounts have been written off in the year in respect of debts due to or
from the Manager.
END
For further information please contact:
Gary Fraser, Foresight Group: 020 3667 8181