Half-year report
21/12/2023 08:33
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THAMES VENTURES VCT 1 PLC
LEI: 213800R88MRC4Y3OIW86
HALF-YEARLY REPORT FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2023
Financial Summary
30 Sep 31 Mar 30 Sep Nov
2023 2023 2022 2013
pence pence pence pence
Unaudited Audited Unaudited Unaudited
Net Asset Value per share (“NAV”) 48.5 51.8 58.8 100.4
Cumulative dividends paid since Nov 2013 45.5 44.5 43.0 -
Total Return (NAV plus cumulative dividends paid per share) 94.0 96.3 101.8 100.4
Chairman’s Statement
I present the Company’s unaudited Half-Yearly Financial Report for the six
months ended 30 September 2023.
Following an eventful year ended 31 March 2023 for the Company, with the main
Investment Adviser changing from Downing LLP to Foresight Group LLP, the
six-month period ended 30 September 2023 has been more settled from a
management perspective. However, performance has been disappointing, with the
UK investment environment continuing to remain challenging.
Net asset value and results
As at 30 September 2023, the Company’s NAV stood at 48.5p, a decrease of
2.3p (or 4.4%) compared to the 31 March 2023 year-end position, after adding
back the 1.0p dividend paid during the period.
The loss attributable to equity shareholders for the period was £4.4 million,
comprising a revenue gain of £0.2 million and a capital loss of £4.6
million.
Investment activity and performance
Over the last six months the Company has made new and follow-on investments
totalling £2.4 million, as well as receiving proceeds of £3.3 million from
exit events across the portfolio.
At the period end, the Company held a portfolio of 63 active investments, with
54% in unquoted growth (by value), 26% held in quoted growth and 20% in
unquoted yield focused investments. A total of 31 investments are held in the
quoted growth category which are either quoted on AIM, the Main Market or the
AQSE Growth Market and have a value of £16.9 million. This includes one
investment in new company, DXS International Plc. The 32 unquoted investments
have a value of £48.9 million.
The reduction in value of the Company’s investments over the period was
driven by a large reduction (£4.1 million) in the valuation of Cornelis
Networks Inc., with the Company’s position being heavily diluted as a result
of being unable to participate in the most recent funding round, as the
portfolio company no longer meets the gross assets test in order to be VCT
qualifying. Limitless Limited also experienced a decrease in valuation of
£625,000, due to a co-investor remaining on the UK sanctions list.
Furthermore, the valuation of the quoted portfolio fell by £1.9 million
during the period, following the trend of the FTSE AIM All Share market.
Offsetting the valuation decreases above, there were some positive valuation
movements seen from Carbice Limited, Cambridge Touch Technologies and
FundingXchange Limited. Further details can be found in the Investment
Adviser’s Report on pages 4 to 6.
Dividends
The Company has a stated policy of seeking to pay dividends equivalent to at
least 4% of NAV each year. The Board has declared an interim dividend of 1.0p
(equivalent to 2.1% of NAV at 30 September 2023) which will be paid on 2
February 2024 to Shareholders on the register as at 29 December 2023.
The above interim dividend will take the total dividends paid since the merger
in November 2013 to 46.5p per share.
Running costs
Shareholders are reminded that the Company benefits from a running cost cap
provided by the Investment Adviser, whereby any costs above 2.6% of net assets
per annum are met by the Adviser by way of a reduction in their fees.
Special Administration of the Company’s Custodian of Quoted Assets
Since September 2020, the Company has used IBP Markets Limited ("IBP") as
custodian for its quoted investments. Appointing a custodian is a requirement
of the FCA, and IBP is an FCA authorised and regulated wholesale broker,
providing custody services and access to equity and fixed income securities
for non-retail clients (which includes the Company). On 13 October 2023, the
FCA published a supervisory notice under section 55L(3)(a) of the Financial
Services and Markets Act 2000, imposing certain restrictions on IBP. On the
same date, IBP applied to the High Court and special administrators were
appointed. The special administrators have yet to publish an estimated outcome
statement and therefore the full impact is currently unknown. The Investment
Adviser is actively collaborating with the special administrators to reach a
resolution and will communicate with Shareholders when further information
becomes available. Whilst this is being resolved, the Company is unable to
trade any of its AIM and fully listed portfolio on the quoted market.
The Investment Adviser is in regular dialogue with the special administrators.
The outcome remains subject to change particularly as additional claims may be
made on custody assets and client money and there remains a risk to the
positions. However, considering the information made available to the Company
at the date of this report, there is currently little indication that there
will be a materially adverse impact to Shareholders with respect to the
custody assets. The position with respect to client money remains to be
determined, but total cash at IBP represented less than 1.5% of NAV as at 30
September.
Fundraising
With the uncertainty brought about by the special administration of the
custodian of the Company’s quoted stocks, we have not been in a position to
launch a fundraise so far this year. Once clarity is achieved on the IBP
situation, the Board will be able to consider options for fundraising and will
communicate this with Shareholders.
Share buybacks
The Company usually operates a policy of buying back its own shares that
become available in the market, subject to regulatory and liquidity factors.
The Board review these on a regular basis and will make appropriate
adjustments as it sees fit.
Historically, we have been able to rely on the fact that we could liquidate
part of our quoted portfolio if there was ever a shortage of cash.
Unfortunately, given the IBP situation noted above, we would not currently be
able to do this if required in the short term. Although our cash position
remains reasonably healthy at the moment, the Board have reviewed the
investment pipeline and cash flow forecast for the next 12 months and deem it
prudent to be cautious with regard to the Company’s uninvested funds and not
undertake any buybacks. The Board will review this decision at the end of
February 2024 when the IBP situation is clearer.
Sunset clause
A “sunset clause” applies to the current approved scheme for EIS and VCT
tax reliefs. This clause provides that income tax relief will expire on
subscriptions made for VCT shares on or after 6 April 2025, unless the
legislation is amended to make the scheme permanent, or the “sunset
clause” is extended.
The UK Chancellor confirmed in the autumn statement that the government
remains committed to ensuring early-stage, innovative companies have access to
the investment they need to grow and develop. As a result it was announced on
22 November 2023 that the government will legislate to extend the Enterprise
Investment Scheme (‘EIS’) and Venture Capital Trusts (‘VCT’) to 2035.
Directorate
It was earlier communicated that within this period, Stuart Goldsmith, the
last remaining founding Director of the Company, would be stepping down from
the Board. My fellow Directors and I express our gratitude for his dedicated
work throughout the years. On December 12, 2022, as part of a planned
succession, Atul Devani officially joined the Board, contributing his VCT
experience and expertise in the technology sector, enriching the Board's
capabilities going forward.
Change of Company Secretary and Registered Office
I am pleased to announce that Foresight Group LLP was appointed as Company
Secretary effective from 1 September 2023, succeeding Grant Whitehouse. I
would like to take this opportunity to thank Grant for his many years of
dedication and service to the Company.
Outlook
Businesses continue to face multiple challenges in the UK and internationally.
The investment team will continue to monitor the existing portfolio companies
closely to ensure management address the macroeconomic challenges
appropriately and have the support that they need to do so. The Board hopes
to see the ventures investment team continue to leverage the full benefits of
the regional office network and other resources of Foresight Group.
Chris Kay
Chairman
21 December 2023
Investment Adviser’s Report
We present our Investment Adviser’s Report for the six-month period to 30
September 2023.
Unquoted Portfolio
Investment focus
In line with the current VCT regulations, the Company focus has for some years
now been on young unquoted growth businesses. This focus will continue and
other areas of Thames Ventures VCT 1’s portfolio are expected to continue to
reduce in size as suitable exit opportunities arise and proceeds are
reinvested in the core area.
Investment activity
During the period, the Company invested a total of £1.9 million as further
funding into two existing unquoted portfolio companies.
There were no investments made into new unquoted companies during the period,
however, shortly after the period-end, £1.4 million was invested in a new
company, Inoviv Limited. Inoviv has a long-term data play in drug discovery
and trials, having developed novel precision biomarker technology which helps
pharmaceutical customers run drug trials more efficiently. This investment
will enable Inoviv to further accelerate their commercial plans, including
facilitating the development of tests across more diseases.
The above excludes activity in the quoted portfolio, which is detailed in
isolation on page 5 of this report.
The two follow-on investments are summarised as follows:
A further £1.75 million was invested into existing portfolio company,
Cambridge Touch Technologies Limited, a company developing pressure sensitive
multi touch technology.
A total of £150,000 was invested into Cambridge Respiratory Innovations
Limited (now trading as Tidal Sense) who have developed a patent‐protected
ultrahigh sensitivity handheld capnometer to provide actionable insights at
the point of care for the diagnosis, monitoring and management of
cardiorespiratory conditions.
There were 11 full exits of unquoted investments in the period, as summarised
below:
Imagen Limited, a Software as a Service (“SaaS”) video management platform
which holds both current and archive footage for major sporting organisations
and news outlets. The company was sold for initial cash consideration of £1.7
million at a gain over cost of £0.7 million. There is also £0.2 million
deferred consideration, taking total proceeds to £1.9 million and a total
gain over cost of £0.9 million. DiA Imaging Analysis, a leading provider of
advanced Artificial Intelligence based solutions for ultrasound analysis, was
also sold in the period for initial proceeds of £0.2m versus cost invested of
£0.2m. There is also a deferred element of consideration meaning a gain over
cost will be realised on this exit.
There were further proceeds of £0.3 million received in relation to the
winding up of two investments in the unquoted yield-focused portfolio, Downing
Pub EIS ONE Limited and Pearce & Saunders Limited. No further proceeds are
anticipated on these investments.
Portfolio valuation
Excluding the portfolio of quoted investments, there were net valuation losses
of £2.5 million over the period, which included £0.1 million of unrealised
foreign exchange gains.
Eleven companies in the portfolio recorded a combined valuation gain of £3.7
million in the period. However, this was offset by a number of companies
reporting combined valuation losses totalling £6.2 million. This is driven by
the ongoing challenges for businesses operating in the UK and associated
restriction on access to capital. The £3.7 million of uplift in valuation
over the period is driven by the following investments.
Carbice Limited (£1.6 million), the developer of a suite of products based on
its carbon material called Carbice Carbon which is primarily used as thermal
management solutions to enable greater thermal conductivity, has continued to
progress well during the period, with recurring revenues continuing to grow
and continued progress on fundraising. This movement includes the impact of FX
as this is a USD-denoted investment.
Cambridge Touch Technologies Limited (£862,000), a company developing
pressure sensitive multi touch technology. The value of this investment was
uplifted to reflect the valuation of the round which completed during the
period.
FundingXchange Limited (£718,000), an SME funding platform and B2B technology
provider which enables online lending. After a challenging twelve months, this
company has negotiated additional funding to deliver its growth plan. The
valuation of this investment has therefore been uplifted to reflect this.
Offsetting these valuation uplifts, are a number of valuation decreases across
the unquoted portfolio.
Cornelis Networks, Inc. (£4.1 million) is a technology provider delivering
purpose-built high-performance fabrics for High Performance Computing,
Analytics and Artificial Intelligence to leading commercial, scientific,
academic, and government organizations. The valuation was amended to reflect
a funding round which closed in the period in which Thames Ventures VCT 1 Plc
was unable to participate due to the company not meeting the gross assets test
to be VCT-qualifying. Not participating led to a significant dilution of the
Company’s stake which has been reflected in the movement in valuation. This
movement includes the impact of FX as this is a USD-denoted investment.
Limitless Limited (£625,000), the developer of a crowdsourced customer
service platform, was subject to a valuation reduction as a result of one of
the co-investors being on the UK Sanctions List giving rise to a funding risk.
CommerceIQ Inc. (£394,000), the pioneer in helping brands win on retail
ecommerce channels. Their unified platform applies machine learning and
automation across marketing, supply chain, and sales operations to help brands
gain market share profitably. This valuation movement is simply a reflection
of current market conditions. The company continues to perform well growing
revenues during the period and supported by a very strong balance sheet. This
movement includes the impact of FX as this is a USD-denoted investment.
Data Centre Response Limited (£344,000), a provider of uninterruptable power
supply systems. A discount has been applied to the EBITDA multiple approach to
reflect the challenging market conditions which has led to an unrealised fair
value loss on this investment.
There are a number of smaller valuation movements which partially offset one
another for the half-year period, ultimately resulting in an additional net
decrease in value of £238,000.
Quoted Portfolio
Investment focus
The Company continues to hold a portfolio of quoted investments, most of which
are quoted on the AIM market. The team at Downing LLP continue to provide
management services in respect of these investments under a subcontract
agreement with Foresight.
Investment activity
At 30 September 2023, the quoted portfolio comprised 31 investments with a
value of £16.9 million. There was only one material transaction in the period
– the part sale of Tracsis plc realising a gain £548,000. The decision to
take profits in this holding was to reduce the large exposure to the Company
after the share price had performed well. Tracsis remains one of the larger
positions in the portfolio, reflecting our confidence in this niche transport
software business.
There were two investments made into quoted assets during the period: new
investment DXS International Plc (£300,000) and existing investment
Deepmatter Group Plc (£159,000).
Portfolio valuation
The quoted portfolio continued to be volatile in the period, following the
trend of the FTSE AIM All Share market which was down 11.6%, which drove a
£1.9 million fall in net valuation in the period.
Ten companies in the portfolio recorded a combined valuation gain of £0.8
million, however this was offset by a number of companies reporting combined
valuation losses totalling £2.7 million. Driving the gains in the period were
uplifts in Anpario Plc (£402,000) and Craneware Plc (£243,000) however
material unrealised losses include Tracsis Plc (£547,000), Genincode Plc
(£292,000), Libertine Holdings Plc (£254,000), Inland Homes Plc (£210,000)
and Impact Healthcare REIT Plc (£210,000). The remaining portfolio recorded a
total unrealised loss of £1.0 million. Whilst the companies continued to
trade resiliently, this was not necessarily reflected in share prices. Since
the period end, share prices have begun to recover into the December
pre-Christmas trading period.
Although our view continues to be that the coming months are likely to remain
challenging from a macroeconomic perspective, there is certainly renewed
interest in UK smaller companies with the FTSE AIM All Share up over 9% since
the beginning of November. The Investment Adviser is pleased to note that at
the date of this report, the quoted portfolio had recovered by £0.7 million
since the period end, representing a 4.4% uplift. We reiterate that the quoted
portfolio contains good quality companies, with plenty of scope for self-help,
strong balance sheets, and significant prospects for growth over the long-term
which we hope will translate into an improved longer term share price
performance.
Outlook
The six months to 30 September 2023 has continued to see increasingly
challenging market conditions, with inflation and global interest rates still
high, which has had an inevitable impact on the portfolio.
Further to this, there have been a number of events impacting the valuation of
unquoted investments which have been unavoidable, as detailed above, and the
volatility of the quoted portfolio remains in line with FTSE AIM All Share
market trends.
Despite this, we continue to see improved performance from certain portfolio
companies and anticipate this will continue. Further to this, the economic
situation has recently seen its first glimpse of hope with the UK’s annual
inflation rate falling sharply in October, its lowest level for two years.
This being said, we are cognisant that the market has been, and will continue
to be, tough for many of these companies. The portfolio companies that survive
this economic turbulence may be better placed than beforehand, due to tighter
cost and cash management.
We continue to expand our team to enable us to take full advantage of the
opportunities we are seeing, whilst continuing to support the existing
portfolio companies.
Thames Ventures Team
Foresight Group LLP
21 December 2023
Unaudited Income Statement
For the six months ended 30 September 2023
Six months ended 30 September 2023 (Unaudited) Six months ended 30 September 2022 (Unaudited) Year ended 31 March 2023 (Audited)
Revenue Capital Total Revenue Capital Total Total
Note £’000 £’000 £’000 £’000 £’000 £’000 £’000
Income 1,065 - 1,065 2,710 - 2,710 3,031
Losses on investments 10 - (4,175) (4,175) - (3,728) (3,728) (12,351)
1,065 (4,175) (3,110) 2,710 (3,728) (1,018) (9,320)
Investment management fees (449) (449) (898) (275) (275) (550) (1,598)
Other expenses (376) - (376) (388) - (388) (812)
Return/(loss) on ordinary activities before tax 240 (4,624) (4,384) 2,047 (4,003) (1,956) (11,730)
Tax on total comprehensive income and ordinary activities (24) 24 - (78) 78 - -
Return/(loss) attributable to equity shareholders 5 216 (4,600) (4,384) 1,969 (3,925) (1,956) (11,730)
Basic and diluted return per share 0.1p (2.5)p (2.4)p 1.1p (2.2)p (1.1)p (6.5)p
The total column within the Income Statement represents the Statement of Total
Comprehensive Income of the Company prepared in accordance with Financial
Reporting Standards (“FRS102”). There are no other items of comprehensive
income. The supplementary revenue and capital return columns are prepared in
accordance with the Statement of Recommended Practice issued in November 2014
and updated in July 2022 by the Association of Investment Companies (“AIC
SORP”).
Unaudited Balance Sheet
as at 30 September 2023
Company number: 03150868
30 Sep 2023 30 Sep 2022 31 Mar 2023
£’000 £’000 £’000
Note (Unaudited) (Unaudited) (Audited)
Fixed assets
Investments 10 65,871 81,130 71,227
Current assets
Debtors 7,393 5,896 6,828
Cash at bank and in hand 13,580 20,051 15,282
20,973 25,947 22,110
Creditors : amounts falling due within one year (1,077) (1,298) (1,354)
Net current assets 19,896 24,649 20,756
Net assets 85,767 105,779 91,983
Capital and reserves
Called up share capital 8 1,770 1,799 1,774
Capital redemption reserve 9 71 1,711 32
Share premium account 9 2,252 81,236 428
Funds held in respect of shares not yet allotted 9 - 16 -
Special reserve 9 85,122 15,873 88,813
Capital reserve realised 9 (5,627) - -
Revaluation reserve 9 3,619 6,024 2,592
Revenue reserve 9 (1,440) (880) (1,656)
Equity shareholders’ funds 85,767 105,779 91,983
Basic and diluted net asset value per share 7 48.5p 58.8p 51.8p
Statement of Changes in Equity
For the six months ended 30 September 2023
Called up share capital Capital redemption reserve Share premium account Special reserve Capital reserve realised Revaluation reserve Revenue reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
For the six months ended 30 September 2023
At 1 Apr 2023 1,774 32 428 88,813 - 2,592 (1,656) 91,983
Total comprehensive income - - - - (5,627) 1,027 216 (4,384)
Transactions with owners
Dividend paid - - - (1,779) - - - (1,779)
Issue of new shares 29 - 1,556 - - - - 1,585
Share issue costs - - (7) - - - - (7)
Shares issued under the dividend reinvestment scheme 6 - 275 - - - - 281
Purchase of own shares (39) 39 - (1,912) - - - (1,912)
At 30 Sept 2023 1,770 71 2,252 85,122 (5,627) 3,619 (1,440) 85,767
Statement of Changes in Equity
For the year ended 31 March 2023
Called up share capital Capital redemption reserve Share premium account Funds held in respect of shares not yet allotted Special reserve Capital reserve realised Revaluation reserve Revenue reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
For the year ended 31 March 2023
At 1 April 2022 1,776 1,697 79,035 78 16,328 - 11,303 (744) 109,473
Total comprehensive income - - - - - (1,204) (11,718) 1,192 (11,730)
Realisation of revaluations from previous years* - - - - - 2,438 (2,438) - -
Realisation of impaired valuations - - - - - (5,445) 5,445 - -
Transfer between reserves* - (1,710) (81,236) - 74,984 7,962 - - -
Transactions with owners
Dividends paid - - - - - (3,751) - (2,104) (5,855)
Utilised in share issue - - - (78) - - - (78)
Issue of new shares 43 - 2,680 - - - - - 2,723
Share issue costs - - (51) - - - - - (51)
Purchase of own shares (45) 45 - - (2,499) - - - (2,499)
At 31 March 2023 1,774 32 428 - 88,813 - 2,592 (1,656) 91,983
* A transfer of £nil representing previously recognised unrealised
gains on disposal of investments during the period ended 30 September 2023
(year ended 31 March 2023: £2.4m) has been made from the revaluation reserve
to the capital reserve -realised.
A transfer of £nil representing realised gains on disposal of investments,
less the excess of capital expenses over capital income and capital dividends
in the period (year ended 31 March 2023: losses £8.0m) has been made from the
capital reserve - realised to the special reserve.
Unaudited Cash Flow Statement
For the six months ended 30 September 2023
Six months ended 30 Sep 2023 Six months ended 30 Sep 2022 Year ended 31 Mar 2023
(Unaudited) (Unaudited) (Audited)
£’000 £’000 £’000
Cash flow from operating activities
Loss on ordinary activities before taxation (4,384) (1,956) (11,730)
Loss on investments 4,175 3,728 12,351
Increase/(decrease) in creditors 82 635 (60)
Increase in debtors (891) (2,596) (3,529)
Cash from operations
Corporation tax paid - - -
Net cash outflow from operating activities (1,018) (189) (2,968)
Cash flow from investing activities
Purchase of investments (2,209) (5,673) (11,758)
Proceeds from disposal of investments 3,295 6,769 14,134
Proceeds from deferred consideration 419 - -
Net cash inflow from investing activities 1,505 1,096 2,376
Cash flows from financing activities
Proceeds from share issue 1,586 2,289 1,781
Funds held in respect of shares not yet allotted - 0 (63) (78)
Share issue costs (7) (51) (51)
Purchase of own shares (2,270) (729) (1,723)
Equity dividends paid (1,498) (3,158) (4,911)
Net cash outflow from financing activities (2,189) (1,712) (4,982)
Decrease in cash (1,702) (805) (5,574)
Net movement in cash
Beginning of period 15,282 20,856 20,856
Net cash outflow (1,702) (805) (5,574)
End of period 13,580 20,051 15,282
Summary of Investment Portfolio
as at 30 September 2023
Cost Valuation Additions / (disposals) Valuation movement in period† % of portfolio by value
£’000 £’000 £’000 £’000
Top twenty venture capital investments (by value)
Tracsis Plc* 1,297 5,541 (694) (547) 7.0%
Doneloans Limited 3,631 4,146 - (10) 5.2%
Cambridge Touch Technologies Limited 2,709 4,078 1,750 862 5.1%
Downing Strategic Micro-cap Investment Trust Plc** 5,699 3,559 - (181) 4.5%
Carbice Corporation Inc 3,020 3,532 - 1,649 4.4%
Ayar Labs Inc 1,280 3,173 - 46 4.0%
Baron House Developments LLP 2,695 2,961 - (57) 3.7%
Hackajob Limited 2,284 2,568 - (18) 3.2%
Virtual Class Limited 1,164 2,183 - (112) 2.8%
Cadbury House Holdings Ltd 3,082 2,162 - - 2.7%
Data Centre Response Limited 557 2,022 - (344) 2.5%
Maestro Media Limited 1,320 1,868 - - 2.4%
Trinny London Limited 443 1,813 - (76) 2.3%
Rated People Limited 1,582 1,743 - (78) 2.2%
Anpario Plc* 1,448 1,608 - 402 2.1%
Parsable Inc 1,532 1,529 - 23 1.9%
Vivacity Labs Limited 1,289 1,443 - - 1.8%
Bulbshare Limited 749 1,349 - 67 1.7%
CommerceIQ Inc 1,749 1,337 - (394) 1.7%
FundingXchange Limited 1,335 1,279 - 718 1.6%
38,865 49,894 1,056 1,950 62.8%
Other venture capital investments 38,772 15,977 (1,992) (6,370) 20.1%
Total investments 77,637 65,871 (936) (4,420) 82.9%
Cash at bank and in hand 13,580 17.1%
Total investments and cash 79,451 100.0%
All venture capital investments are unquoted unless otherwise stated.
* Quoted on AIM
** Listed and traded on the Main Market of the London Stock Exchange
† The valuation movement in the period includes unrealised foreign
exchange gains of £110,000.
Summary of Investment Movements
For the six months ended 30 September 2023
Additions
£’000
Quoted investments
DXS International Plc 300
Deepmatter Group Plc 159
459
Unquoted investments
Cambridge Touch Technologies Limited 1,750
Tidalsense Limited 150
1,900
Total additions 2,359
Disposals
Cost Value at 31/03/23 Proceeds Valuation movement in period Realised gain/(loss)
£’000 £’000 £’000 £’000 £’000
Quoted growth investments
Tracsis Plc 146 686 694 8 548
Let's Explore Group Plc 325 276 375 99 50
Genincode Plc 26 23 18 (5) (8)
497 985 1,087 102 590
Unquoted yield focused investments
Pearce & Saunders Ltd 1,122 - 172 172 (950)
Downing Pub EIS ONE Limited 68 94 87 (7) 19
Pearce & Saunders Devco Ltd 84 70 - (70) (84)
Quadrate Spa Ltd 372 - - - (372)
Top Ten Holdings Plc 399 - - - (399)
Quadrate Catering Ltd 1,500 - - - (1,500)
Yamuna Renewables Limited 2,500 - - - (2,500)
6,045 164 259 95 (5,786)
Unquoted growth investments
Imagen Limited 1,000 1,703 1,746 43 746
DIA Imaging Analysis Limited 207 282 196 (86) (11)
Ludorum Plc 177 - 7 7 (170)
Live Better With Limited 990 - - - (990)
2,374 1,985 1,949 (36) (425)
8,916 3,134 3,295 161 (5,621)
Notes to the Unaudited Financial Statements
For the six months ended 30 September 2023
1. General information
Thames Ventures VCT 1 plc (“the Company”) is a Venture Capital Trust
established under the legislation introduced in the Finance Act 1995 and is
domiciled in the United Kingdom and incorporated in England and Wales.
1. Basis of accounting
The unaudited half-yearly financial results cover the six months to 30
September 2023 and have been prepared in accordance with the accounting
policies set out in the statutory accounts for the year ended 31 March 2023,
which were prepared in accordance with the Financial Reporting Standard 102
(“FRS102”) and in accordance with the Statement of Recommended Practice
“Financial Statements of Investment Trust Companies” issued in November
2014 and updated in July 2022 (“SORP”).
1. The Company has only one class of business and derives its income from
investments made in shares, securities and bank deposits.
2. The comparative figures were in respect of the six months ended 30
September 2022 and the year ended 31 March 2023 respectively.
3. Return per share
Weighted average number of shares in issue Revenue return Capital loss
£’000 £’000
Six months ended 30 September 2023 179,310,912 216 (4,600)
Six months ended 30 September 2022 180,153,252 1,969 (3,925)
Year ended 31 March 2023 179,972,333 1,192 (12,922)
1. Dividends paid in the period
Six months ended 30 September 2023 Year ended 31 March 2023
Revenue Capital Total Total
Date paid £’000 £’000 £’000 £’000
2023 Final Sep 2023: 1.0p - 1,779 1,779 -
2023 Interim Jan 2023: 1.5p - - - 2,699
2022 Final Aug 2022: 1.75p - - - 3,156
- 1,779 1,779 5,855
1. Basic and diluted net asset value per share
Shares in issue Net assets NAV per share
No. £’000 Pence
30 September 2023 176,968,887 85,767 48.5
30 September 2022 179,899,225 105,779 58.8
31 March 2023 177,441,775 91,983 51.8
1. Called up share capital
Shares in issue £’000
30 September 2023 176,968,887 1,770
30 September 2022 179,899,225 1,799
31 March 2023 177,441,775 1,774
1. Reserves
The Special reserve is available to the Company to enable the purchase of its
own shares in the market without affecting its ability to pay
dividends/capital distributions.
30 Sep 2023 30 Sep 2022 31 Mar 2023
£’000 £’000 £’000
Capital redemption reserve 71 1,711 32
Share premium account 2,252 81,236 428
Funds held in respect of shares not yet allotted - 16 -
Special reserve 85,122 15,873 88,813
Capital reserve realised (5,627) - -
Revaluation reserve 3,619 6,024 2,592
Revenue reserve (1,440) (880) (1,656)
Total reserves 83,997 103,980 90,209
Distributable reserves are calculated as follows:
30 Sep 2023 30 Sep 2022 31 Mar 2023
£’000 £ ’000 £’000
Special reserve 85,122 15,873 88,813
Capital reserve (5,627) - -
Revenue reserve (1,440) (880) (1,656)
Unrealised losses (excluding unrealised unquoted gains) (12,622) (11,434) (9,973)
65,433 3,559 77,184
1. Investments
Unquoted investments Quoted on Aquis Growth Market Quoted on Main Market Quoted on AIM Total
£'000 £'000 £'000 £'000 £'000
Opening cost at 1 April 2023 60,855 48 7,216 16,074 84,193
Unrealised gains/(losses) at 1 April 2023 6,195 (47) (2,056) (1,500) 2,592
Permanent impairment losses at 1 April 2023 (15,288) - - (270) (15,558)
Opening fair value at 1 April 2023 51,762 1 5,160 14,304 71,227
Movements in the year:
Purchased at cost 1,900 300 - 159 2,359
Disposals - proceeds (2,208) - - (1,087) (3,295)
- realised (losses)/gains on disposals* (6,211) - - 590 (5,621)
Unrealised foreign exchange gains 110 - - - 110
Unrealised gains/(losses)* 3,590 (94) (391) (2,014) 1,091
Closing value at 30 Sept 2023 48,943 207 4,769 11,952 65,871
Closing cost at 30 Sept 2023 54,336 348 7,216 15,736 77,636
*Losses on investments in the Income Statement include realised gains relating
to the deferred consideration receipts totalling £419,000 from ADC
Biotechnology Limited (£310,000), StorageOS Inc (£89,000) and Black & White
Hospitality Limited (£20,000).
* Losses on investments in the Income Statement also include unrealised gains
which are a result of the deferred consideration debtor decrease of £174,000.
The debtor movement reflects the recognition of amounts receivable in respect
of DIA Imaging Analysis Limited (£47,000) and Imagen Limited (£156,000),
offset by receipts in respect of ADC Biotechnology Limited (£310,000) and
StorageOS Inc (£89,000) and FX uplifts made against balances in respect of
Efundamentals Group Limited (£5,000) and StorageOS Inc (£17,000).
The fair value of investments is determined using the detailed
accounting policy as shown in the audited financial statements for the year
ended 31 March 2023. The Company has categorised its financial instruments
using the fair value hierarchy as follows:
Level 1 Reflects financial instruments quoted in an
active market (quoted companies and fixed interest bonds);
Level 2 Reflects financial instruments that have
prices that are observable either directly or indirectly; and
Level 3 Reflects financial instruments that use
valuation techniques that are not based on observable market data (investments
in unquoted shares and loan note investments).
Level 1 Level 2 Level 3 30 Sep 2023 Level 1 Level 2 Level 3 31 Mar 2023
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Quoted on AIM 11,952 - - 11,952 14,304 - - 14,304
Quoted on Aquis 207 - - 207 1 - - 1
Quoted on main market 4,769 - - 4,769 5,160 - - 5,160
Unquoted loan notes - - 10,467 10,467 - - 10,467 10,467
Unquoted equity - - 38,476 38,476 - - 41,295 41,295
16,928 - 48,943 65,871 19,465 - 51,762 71,227
The unaudited financial statements set out herein do not constitute statutory
accounts within the meaning of Section 434 of the Companies Act 2006 and have
not been delivered to the Registrar of Companies. The figures for the year
ended 31 March 2023 have been extracted from the financial statements for that
year, which have been delivered to the Registrar of Companies; the Auditor’s
report on those financial statements was unqualified.
11. Going concern
The Directors have reviewed the Company’s financial resources at the period
end and concluded that the Company is well placed to manage its business
risks.
The Directors confirm that they are satisfied that the Company has adequate
resources to continue to operate for the foreseeable future. For this reason,
the Directors believe that the Company continues to be a going concern and
that it is appropriate to apply the going concern basis in preparing the
financial statements.
12. Risks and uncertainties
Under the Disclosure and Transparency Rules, the Board is required, in the
Company’s half-year results, to report on principal risks and uncertainties
facing the Company over the remainder of the financial year. The lingering
impact of the coronavirus pandemic and the consequential behavioural changes
still creates uncertainty for some businesses but has not changed the nature
of these risks.
The Board has concluded that the key risks are:
(i) compliance risk of failure to maintain approval as a VCT; and
(ii) investment risk associated with investing in small and immature
businesses.
The Company’s compliance with the VCT regulations is continually monitored
by the Investment Adviser, who regularly reports to the Board on the current
position. The Company also retains Philip Hare & Associates LLP to provide
regular reviews and advice in this area.
In order to make VCT qualifying investments, the Company has to invest in
small businesses which are often immature. The impact of the coronavirus
pandemic has been significant on some portfolio companies and, in many cases,
the VCT regulations restrict the Company from making further investment into
these businesses, so the Investment Adviser seeks to provide whatever other
support they can to these businesses, including encouraging them to take
advantage of Government support that may be available. The Company also has a
limited period in which it must invest the majority of its funds into VCT
qualifying investments. The Investment Adviser follows a rigorous process in
vetting and careful structuring of new investments, including taking a charge
over the assets of the business wherever possible and, after an investment is
made, closely monitoring the business.
Increasing inflation, particularly on wages and other costs has developed into
an emerging risk during the period. The Investment Adviser’s close
relationship with the investee companies allow it to ensure that the
businesses properly assess the potential impact of increasing costs and the
extent to which these may or may not be able to be passed on to the end
customer.
The Board is satisfied that these approaches provide satisfactory management
of the key risks.
13. Contingent liability
As outlined in the Chairman’s Statement on page 2, since September 2020, the
Company has used IBP Markets Limited ("IBP") as custodian for its quoted
investments. IBP is an FCA authorised and regulated wholesale broker,
providing custody services and access to equity and fixed income securities
for non-retail clients (which includes the Company). On 13 October 2023, the
FCA published a supervisory notice under section 55L(3)(a) of the Financial
Services and Markets Act 2000, imposing certain restrictions on IBP. On the
same date, IBP applied to the High Court and special administrators were
appointed. The special administrators have yet to publish an estimated outcome
statement and therefore the full impact is currently unknown. The Investment
Adviser is actively collaborating with the special administrators to reach a
resolution and will communicate with Shareholders when further information
becomes available.
The Investment Adviser is in regular dialogue with the special administrators.
The outcome remains subject to change particularly as additional claims may be
made on custody assets and client money and there remains a risk to the
positions. However, considering the information made available to the Company
at the date of this report, there is currently little indication that there
will be a materially adverse impact to Shareholders with respect to the
custody assets. The position with respect to client money remains to be
determined, but total cash at IBP represented less than 1.5% of NAV as at 30
September.
14. The Directors confirm that, to the best of their knowledge, the half
yearly financial report has been prepared in accordance with the “Statement:
Half-Yearly Financial Reports” issued by the UK Accounting Standards Board
as well as in accordance with FRS 104 Interim Financial Reporting and the
half-yearly financial report includes a fair review of the information
required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication
of important events that have occurred during the first six months of the
financial year and their impact on the condensed set of financial statements,
and a description of the principal risks and uncertainties for the remaining
six months of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party
transactions that have taken place during the first six months of the current
financial year and that have materially affected the financial position or
performance of the entity during that period, and any changes in the related
party transactions described in the last annual report that could do so.
15. Copies of the unaudited half-yearly financial results will be sent to
Shareholders shortly. Further copies can be obtained from the Company’s
Registered Office and will be available for download from
www.foresightgroup.eu/products/thames-ventures-vct-1-plc
End