ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 MARCH 2024
18/06/2024 15:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240618:nGNE3zbx6&default-theme=true
18 JUNE 2024
NORTHERN VENTURE TRUST PLC
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 MARCH 2024
Northern Venture Trust PLC is a Venture Capital Trust (VCT) advised by Mercia
Fund Management Limited. The trust was one of the first VCTs launched on the
London Stock Exchange in 1995. It invests mainly in unquoted venture capital
holdings and aims to provide high long-term tax-free returns to shareholders
through a combination of dividend yield and capital growth.
Financial highlights (comparative figures as at 31 March 2023):
12m period ended Unaudited 12m period ended 18m period ended
31 March 31 March 31 March
2024 2023 2023
Net assets £114.8m £102.5m £102.5m
Net asset value per share 60.3p 62.1p 62.1p
Return per share
Revenue 0.6p (0.3)p (0.3)p
Capital 1.2p (2.1)p (5.7)p
Total 1.8p (2.4)p (6.0)p
Dividend per share declared in respect of the period
Interim dividend 1.6p – 2.0p
Second interim dividend – 2.0p 2.0p
Proposed final dividend 1.6p 2.0p 2.0p
Total 3.2p 4.0p 6.0p
Return to shareholders since launch
Net asset value per share 60.3p 62.1p 62.1p
Cumulative dividends paid per share* 192.1p 188.5p 188.5p
Cumulative return per share 252.4p 250.6p 250.6p
Mid-market share price at end of period 57.5p 57.5p 57.5p
Share price discount to net asset value 4.6% 7.4% 7.4%
Annualised tax-free dividend yield** 5.2% 5.8% 5.4%
*Excluding proposed final dividend payable on 23 August 2024
** Based on net asset value per share at the start of the period
Enquiries:
James Sly / Sarah Williams, Mercia Asset Management PLC – 0330 223 1430
Website: www.mercia.co.uk/vcts/nvt/
Chair’s statement
Over the past twelve months, the UK economy has faced challenging
macroeconomic conditions, with inflationary pressures, higher interest rates,
and a technical recession. Alongside this, uncertainties posed by geopolitical
events and conflicts have created volatility in financial markets. Whilst some
of these headwinds have shown signs of abating recently, the impact of this
backdrop during the year created challenges and opportunities for the
portfolio.
It is pleasing to note that the valuation of our unquoted portfolio has
increased during the past year. Investment activity remained consistent with
the previous two years, with £15.0 million invested in 6 new and 14 existing
portfolio companies.
Despite difficult fundraising conditions, our share offer of £20 million was
oversubscribed and I would like to thank existing shareholders for their
continued support and warmly welcome new investors. Proceeds from the share
offer together with sales proceeds from investments mean that the Company is
well positioned both to pursue new opportunities to support small and medium
businesses and to work with existing portfolio companies to realise their
growth plans.
Results and dividend
In the year ended 31 March 2024 the Company delivered a return on ordinary
activities of 1.8 pence per share (18-months ended 31 March 2023: minus 6.0
pence), representing a total return of 2.9% on the opening net asset value
(NAV) per share. The NAV per share as at 31 March 2024, after deducting
dividends paid during the year of 3.6 pence, was 60.3 pence, compared with
62.1 pence at 31 March 2023.
It was a quieter year for realisation activity, with the lower number of
transactions reflecting the underlying tone of the market. The most notable
realisation was Evotix, sold for initial net proceeds of £12.7 million
compared to an original cost of £2.8 million, a 4.6 times initial return. As
Evotix continued to meet its forecasts following its sale, contractual
deferred proceeds of £0.8 million were also received after the balance sheet
date and have been included in these results.
Investment income was higher than the prior period at £2.2 million (18-months
ended 2023: £0.9 million), due largely to the increased interest rate
environment resulting in a higher yield on the Company’s liquid cash
deposits. During the year we made the decision to liquidate the Company’s
portfolio of listed shares with RBC Brewin Dolphin, placing the cash in a
money market fund attracting a higher yield.
In 2018 we revised our dividend policy in the light of the new VCT rules for
investment introduced in 2015 and 2017, which we expected to result in more
volatile returns. We introduced an annualised target dividend yield of 5% of
opening NAV, which has been exceeded in every period since. Having already
declared an interim dividend of 1.6 pence per share which was paid in January
2024, your Directors now propose a final dividend of 1.6 pence per share. The
total of 3.2 pence per share is equivalent to 5.2% of the opening net asset
value per share of 62.1 pence. The final dividend, if approved, will be paid
on 23 August 2024 to shareholders on the register on 26 July 2024.
Our dividend investment scheme, under which dividends can be reinvested in new
ordinary shares free of dealing costs and with the benefit of the tax reliefs
available on new VCT share subscriptions, continues to operate with around 17%
participation during the year. Instructions on how to join the scheme are
included within the dividend section of our website, which can be found here:
mercia.co.uk/vcts/nvt/.
Investment portfolio
The Company continues to be a generalist investor, with large allocations in
the software, healthcare / life science and consumer sectors. Given the
prevailing market sentiment towards consumer investments and a weaker market
for software businesses over the past year, investment has been predominantly
directed into a number of new healthcare / life science businesses, whilst we
remained open to other opportunities as they arose.
Investment activity has remained strong, with £6.9 million of capital
provided to six new venture capital investments and £8.1 million of follow-on
capital invested into the existing portfolio. We also made progress in
realising the Company’s mature portfolio acquired under the previous VCT
rules with the remaining such investments now valued at £16.0 million (31
March 2023: £17.3 million).
The value of the portfolio increased by £2.5 million (1.4 pence per share) in
the year, with several portfolio companies enjoying significant growth –
Pure Pet Food, Project Glow Topco (t / a Currentbody.com), Pimberly and
Gentronix all increased in value by over £1 million. Against this there were
some significant write- downs in the investments in Volumatic Holdings and
Grip UK (t / a The Climbing Hangar). Additionally the value of musicMagpie,
which is listed on AIM, fell by £0.8 million.
Share offers and liquidity
In April 2023 gross proceeds of £6.0 million were received from the fully
subscribed 2022/23 share offer as 9,741,182 new ordinary shares were issued.
The Board was also pleased to announce recently the successful subscription of
the 2023/24 share offer, which amounted to £20 million. In relation to this
offer, an interim allotment of 19,211,579 new ordinary shares was issued in
December 2023, generating £12.2 million in gross subscriptions, and
12,234,307 new ordinary shares were issued in April 2024, yielding gross
subscriptions of £7.8 million.
The Board continues to monitor liquidity carefully and will publish details of
the plans to raise funds in the 2024/25 tax year in due course.
Share buy-backs
We have maintained our policy of being willing to buy back the Company’s
shares in the market when necessary, in order to maintain liquidity, at a 5%
discount to NAV. During the year ended 31 March 2024 a total of 5,263,205
(18-months ended 31 March 2023: 7,335,532) shares were repurchased by the
Company for cancellation at an average price of 58.0 pence (18-months ended 31
March 2023: 61.2 pence), representing 3.2% (18-months ended 31 March 2023:
4.6%) of the opening issued share capital.
Responsible investment
The Company is mindful of its Environmental, Social and Governance (ESG)
responsibilities and we have outlined our evolving approach in the annual
report.
VCT legislation and qualifying status
The Company has continued to meet the stringent and complex qualifying
conditions laid down by HM Revenue & Customs for maintaining its approval as a
VCT. The Investment Adviser monitors the position closely and reports
regularly to the Board. Philip Hare & Associates LLP has continued to act as
independent adviser to the Company on VCT taxation matters.
The Board was pleased to note the recognition by the UK Government of the
vital role that VCTs perform, following the announcement of the extension to
VCT tax relief for a further 10 years to 2035. The Board considers that the
Company, and VCTs more generally, are successfully delivering in line with the
Government’s mandate, which is to invest and support higher- risk,
early-stage businesses.
Whilst no further amendments to VCT legislation have been announced, it is
possible that further changes will be made in the future. We will continue to
work closely with our Investment Adviser to maintain compliance with the
scheme rules at all times.
Annual General Meeting
The Company’s AGM will be held at 11.30am on 30 July 2024. The AGM provides
an excellent opportunity for shareholders, the Directors and the Investment
Adviser to meet in person, exchange views and comment. We will hold the AGM in
person at Howard Kennedy LLP, No. 1 London Bridge, London SE1 9BG. Following
positive feedback received from the last four years, we also intend to offer
remote access for shareholders through an online webinar facility for those
who would prefer not to travel. Full details and formal notice of the AGM are
set out in a separate document. Please note that shareholders attending
remotely must register their votes ahead of time, as it will not be possible
to count votes from online participants at the AGM.
Board succession
We announced the appointment of Brigid Sutcliffe to the Board in April as
Chair-elect of the Audit Committee in advance of Richard Green’s retirement
from the Board at the AGM. Brigid brings a wealth of experience in listed
investment trusts, particularly in the areas of finance, audit and risk
management governance. The Board continues to execute its succession plans,
and expects to make one further appointment later this year.
Further biographical details for all the Directors can be found in the annual
report.
On behalf of the Board and all shareholders, I would like to thank Richard for
his very significant contribution to the Company. He has served as a Director
for the past 10 years, most recently as Chair of the Audit Committee but his
contribution goes way beyond that. His experience in managing and chairing
private equity funds has been invaluable as we navigated the new rules on
investing and the transfer of the Company’s management contract to Mercia.
I will be retiring at this AGM, my tenth as Chair and so will not be standing
for re-election. It has been a privilege to serve you as Chair during such an
eventful decade. The EU’s decision in 2015 that VCTs were not taking enough
risk led to a significant re-focus and hiring of new resources within NVM, our
Investment Adviser at the time. NVM’s decision to sell our management
contract to Mercia in 2019 led to numerous discussions and meetings as a board
to ensure the Company’s interests and opportunities were protected and
indeed enhanced under the new ownership. Almost as soon as these arrangements
were completed the pandemic struck in 2020, leading to months of uncertainty
for many of our investee companies, which needed sustained support both from
Mercia operationally and from ourselves as shareholders.
I would like to thank all my colleagues on the Board over the years for their
considerable support, which has made my job as Chair possible. I leave the
Board in good shape under the leadership of Deborah Hudson, who I am sure will
be an excellent Chair. Finally thank you, our shareholders, for your support
over the years. As a Board we are always cognisant that we represent you as
the owners of this Company and have your best interests at the centre of our
discussions and decisions.
Outlook
We are encouraged by the recent reductions in inflation and expectations of
lower interest rates, which create a more favourable environment in the UK to
provide capital and support to innovative early-stage businesses. The
Directors remain optimistic about the resilience, diversity and growth
potential of the portfolio and its ability to generate long-term shareholder
value.
Simon Constantine
Chair
18 June 2024
Extracts from the audited financial statements for the year ended 31 March
2024 are set out below.
Income Statement
Year ended 31 March 2024 18-month period ended 31 March 2023
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Gain / (loss) on disposal of investments - 1,203 1,203 - 2,944 2,944
Unrealised fair value gains / (losses) on investments - 2,499 2,499 - (9,776) (9,776)
- 3,702 3,702 - (6,832) (6,832)
Dividend and interest income 2,220 - 2,220 948 - 948
Investment management fee (516) (1,549) (2,065) (811) (2,432) (3,243)
Other expenses (641) - (641) (796) - (796)
Return before tax 1,063 2,153 3,216 (659) (9,264) (9,923)
Tax on return 79 (79) - 181 (181) -
Return after tax 1,142 2,074 3,216 (478) (9,445) (9,923)
Return per share 0.6p 1.2p 1.8p (0.3)p (5.7)p (6.0)p
Balance Sheet
31 March 2024 31 March 2023
£000 £000
Fixed assets
Investments 82,574 88,609
Current assets
Debtors 951 70
Cash and cash equivalents 31,497 14,001
32,448 14,071
Creditors (amounts falling due within one year) (191) (183)
Net current assets 32,257 13,888
Net assets 114,831 102,497
Capital and reserves
Called-up equity share capital 47,615 41,230
Share premium 30,418 19,394
Capital redemption reserve 6,658 5,342
Capital reserve 28,099 34,433
Revaluation reserve 882 1,698
Revenue reserve 1,159 400
Total equity shareholders' funds 114,831 102,497
Net asset value per share 60.3p 62.1p
Statement of changes in equity
for the year ended 31 March 2024
Non-distributable reserves Distributable reserves Total
Called-up share capital Share premium Capital redemption reserve Revaluation reserve Capital reserve Revenue reserve
£000 £000 £000 £000 £000 £000 £000
At 31 March 2023 41,230 19,394 5,342 1,698 34,433 400 102,497
Return after tax - - - (816) 2,890 1,142 3,216
Dividends paid - - - - (6,156) (383) (6,539)
Net proceeds of share issues 7,701 11,024 - - - - 18,725
Shares purchased for cancellation (1,316) - 1,316 - (3,068) - (3,068)
At 31 March 2024 47,615 30,418 6,658 882 28,099 1,159 114,831
For the 18-month period ended 31 March 2023 Non-distributable reserves Distributable reserves Total
Called-up share capital Share premium Capital redemption reserve Revaluation reserve Capital reserve Revenue reserve
£000 £000 £000 £000 £000 £000 £000
At 30 September 2021 40,268 14,608 3,508 21,430 38,325 1,159 119,298
Return after tax - - - (19,732) 10,287 (478) (9,923)
Dividends paid - - - - (9,609) (281) (9,890)
Net proceeds of share issues 2,796 4,786 - - - - 7,582
Shares purchased for cancellation (1,834) - 1,834 - (4,570) - (4,570)
At 31 March 2023 41,230 19,394 5,342 1,698 34,433 400 102,497
Statement of cash flows
for the year ended 31 March 2024 Year ended 18 month period ended
31 March 2024 31 March 2023
£000 £000
Cash flows from operating activities
Return before tax 3,216 (9,923)
Adjustments for:
(Gain) / loss on disposal of investments (1,203) (2,944)
Movements in fair value of investments (2,499) 9,776
(Increase) / decrease in debtors (103) 238
Increase / (decrease) in creditors 8 (2,496)
Net cash inflow / (outflow) from operating activities (581) (5,349)
Cash flows from investing activities
Purchase of investments (15,351) (27,450)
Proceeds on disposal of investments 24,310 28,572
Net cash inflow / (outflow) from investing activities 8,959 1,122
Cash flows from financing activities
Issue of ordinary shares 19,353 7,796
Share issue expenses (628) (214)
Purchase of ordinary shares for cancellation (3,068) (4,570)
Equity dividends paid (6,539) (9,890)
Net cash inflow / (outflow) from financing activities 9,118 (6,878)
Increase / (decrease) in cash and cash equivalents 17,496 (11,105)
Cash and cash equivalents at beginning of period 14,001 25,106
Cash and cash equivalents at end of year 31,497 14,001
INVESTMENT PORTFOLIO SUMMARY
as at 31 March 2024
Cost Valuation Like for like valuation increase / (decrease) over period % of net assets by value
£'000 £'000 £'000 %
Fifteen largest venture capital investments
1 Gentronix 1,362 4,323 1,241 3.8%
2 Project Glow Topco (t/a Currentbody.com) 1,686 3,557 1,871 3.1%
3 Pimberly 2,060 3,480 1,420 3.0%
4 Tutora (t/a Tutorful) 3,305 3,305 (114) 2.9%
5 Newcells Biotech 3,011 3,257 206 2.8%
6 Pure Pet Food 1,774 3,210 1,366 2.8%
7 Rockar 1,877 3,166 371 2.8%
8 Adludio 2,629 2,639 10 2.3%
9 Netacea 2,631 2,631 -- 2.3%
10 Grip-UK (t/a Climbing Hangar) 3,885 2,607 (1,278) 2.3%
11 Buoyant Upholstery 1,173 2,569 674 2.2%
12 Biological Preparations Group 2,366 2,176 (92) 1.9%
13 Ridge Pharma 1,497 2,168 668 1.9%
14 Broker Insights 2,076 2,084 9 1.8%
15 Forensic Analytics 2,016 2,016 -- 1.8%
Other venture capital investments --
16 Clarilis 1,972 1,972 -- 1.7%
17 LMC Software Limited 1,950 1,950 -- 1.7%
18 IDOX* 238 1,938 (32) 1.7%
19 Volumatic Holdings 216 1,921 (1,354) 1.7%
20 Locate Bio 1,753 1,753 -- 1.5%
21 VoxPopMe 1,660 1,660 13 1.4%
22 Turbine Simulated Cell Technologies 1,433 1,621 188 1.4%
23 Camena Bioscience 1,594 1,594 -- 1.4%
24 Social Value Portal 1,573 1,573 -- 1.4%
25 Enate 1,516 1,516 -- 1.4%
26 Administrate 2,374 1,495 (406) 1.3%
27 Risk Ledger 1,412 1,412 -- 1.2%
28 Moonshot 1,329 1,329 -- 1.2%
29 Optellum 1,276 1,276 -- 1.1%
30 Centuro Global 1,038 1,038 -- 0.9%
31 MIP Discovery 1,025 1,025 -- 0.9%
32 Seahawk Bidco 513 993 525 0.9%
33 Send Technology Solutions 974 974 -- 0.8%
34 Wobble Genomics 968 968 -- 0.8%
35 Warwick Acoustics 964 964 -- 0.8%
36 Axis Spine Technologies 955 955 -- 0.8%
37 Wonderush Ltd (t/a Hownow) 947 947 -- 0.8%
38 iOpt 941 941 -- 0.8%
39 Oddbox 1,093 798 45 0.7%
40 Naitive Technologies 787 787 -- 0.7%
41 Intuitive Holding 1,674 742 56 0.6%
42 Northrow 1,495 690 (108) 0.6%
43 Duke & Dexter 1,237 644 (602) 0.6%
44 Rego Technologies (t/a Upp)(formerly Volo) 2,369 568 98 0.5%
45 Synthesized 510 510 -- 0.4%
46 Fresh Approach (UK) Holdings 924 478 (380) 0.4%
47 Thanksbox (t/a Mo) 1,685 415 (229) 0.4%
48 Atlas Cloud 704 387 (317) 0.3%
49 RTC Group* 436 345 287 0.3%
50 musicMagpie* 238 302 (809) 0.3%
51 Sen Corporation 681 296 (384) 0.3%
52 Arnlea Holdings 1,305 238 11 0.2%
53 Sorted 182 182 (29) 0.2%
54 Customs Connect Group 1,525 112 (9) 0.1%
55 Angle* 131 45 (28) 0.0%
56 Velocity Composites* 90 32 (1) 0.0%
57 Quotevine 1,311 -- -- 0.0%
58 Nutshell 734 -- (385) 0.0%
59 Ablatus Therapeutics 612 -- -- 0.0%
Total venture capital investments 81,692 82,574 71.9%
Net current assets 32,257 28.1%
Net assets 114,831 100.0%
*Quoted on AIM
**This change in ‘like for like’ valuations is a comparison of the 31
March 2024 valuations with the 31 March 2023 valuations (or where a new
investment has been made in the year, the investment amount), having adjusted
for any partial disposals, loan stock repayments or new and follow-on
investments in the year.
Risk management
The Board carries out a regular and robust assessment of the risk environment
in which the Company operates and seeks to identify new risks as they emerge.
The principal and emerging risks and uncertainties identified by the Board
which might affect the Company’s business model and future performance, and
the steps taken with a view to their mitigation, are as follows:
Investment and liquidity risk: investment in smaller and unquoted companies,
such as those in which the Company invests, involves a higher degree of risk
than investment in larger listed companies because they generally have limited
product lines, markets and financial resources and may be more dependent on
key individuals. The securities of smaller companies in which the Company
invests are typically unlisted, making them illiquid, and this may cause
difficulties in valuing and disposing of the securities. The Company may
invest in businesses whose shares are quoted on AIM – the fact that a share
is quoted on AIM does not mean that it can be readily traded and the spread
between the buying and selling prices of such shares may be wide.
Mitigation: the Directors aim to limit the risk attaching to the portfolio as
a whole by careful selection, close monitoring and timely realisation of
investments, by carrying out rigorous due diligence procedures and maintaining
a wide spread of holdings in terms of financing stage and industry sector
within the rules of the VCT scheme. The Board reviews the investment portfolio
with the Investment Adviser on a regular basis.
Financial risk: most of the Company’s investments involve a medium to
long-term commitment and many are illiquid.
Mitigation: the Directors consider that it is inappropriate to finance the
Company’s activities through borrowing except on an occasional short-term
basis. Accordingly they seek to maintain a proportion of the Company’s
assets in cash or cash equivalents in order to be in a position to pursue new
unquoted investment opportunities and to make follow-on investments in
existing portfolio companies. The Company has very little direct exposure to
foreign currency risk and does not enter into derivative transactions.
Economic risk: events such as economic recession or general fluctuation in
stock markets, exchange rates and interest rates may affect the valuation of
investee companies and their ability to access adequate financial resources,
as well as affecting the Company’s own share price and discount to net asset
value.
The level of economic risk has been elevated most recently by inflationary
pressures, interest rate increases, and supply shortages.
Mitigation: the Company invests in a diversified portfolio of investments
spanning various industry sectors, and maintains sufficient cash reserves to
be able to provide additional funding to investee companies where it is
appropriate and in the interests of the Company to do so. The Investment
Adviser typically provides an investment executive to actively support the
board of each unquoted investee company. At all times, and particularly during
periods of heightened economic uncertainty, the investment executives share
best practice from across the portfolio with investee management teams in
order to mitigate economic risk.
Stock market risk: some of the Company’s investments are quoted on AIM and
will be subject to market fluctuations upwards and downwards. External factors
such as terrorist activity, political activity or global health crises, can
negatively impact stock markets worldwide. In times of adverse sentiment there
may be very little, if any, market demand for shares in smaller companies
quoted on AIM.
Mitigation: the Company’s AIM-quoted investments are actively managed by
Mercia, and the Board keeps the portfolio and the actions taken under ongoing
review.
Credit risk: the Company holds a number of financial instruments and cash
deposits and is dependent on the counterparties discharging their commitment.
Mitigation: the Directors review the creditworthiness of the counterparties to
these instruments and cash deposits and seek to ensure there is no undue
concentration of credit risk with any one party.
Legislative and regulatory risk: in order to maintain its approval as a VCT,
the Company is required to comply with current VCT legislation in the UK.
Changes to UK legislation in the future could have an adverse effect on the
Company’s ability to achieve satisfactory investment returns whilst
retaining its VCT approval.
Mitigation: the Board and the Investment Adviser monitor political
developments and where appropriate seek to make representations either
directly or through relevant trade bodies.
Internal control risk: the Company’s assets could be at risk in the absence
of an appropriate internal control regime which is able to operate effectively
even during times of disruption.
Mitigation: the Board regularly reviews the system of internal controls, both
financial and non-financial, operated by the Company and the Investment
Adviser. These include controls designed to ensure that the Company’s assets
are safeguarded and that proper accounting records are maintained.
VCT-qualifying status risk: while it is the intention of the Directors that
the Company will be managed so as to continue to qualify as a VCT, there can
be no guarantee that this status will be maintained. A failure to continue
meeting the qualifying requirements could result in the loss of VCT tax
relief, the Company losing its exemption from corporation tax on capital
gains, to shareholders being liable to pay income tax on dividends received
from the Company and, in certain circumstances, to shareholders being required
to repay the initial income tax relief on their investment.
Mitigation: the Investment Adviser keeps the Company’s VCT-qualifying status
under continual review and its reports are reviewed by the Board on a
quarterly basis. The Board has also retained Philip Hare & Associates LLP to
undertake an independent VCT status monitoring role.
The Board continually assesses and monitors emerging risks that could impact
the Company’s operations and strategic objectives. As part of the risk
assessment process, the Board evaluates a wide range of potential threats and
uncertainties that may arise from evolving market dynamics, regulatory
changes, technological advancements, geopolitical developments, and other
external factors. By remaining aware of emerging risks, the Board ensures that
the Company is better equipped to anticipate challenges and adapt swiftly to
changing circumstances.
Directors’ responsibilities
The Directors are responsible for preparing the annual report and financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law they are required to prepare the financial
statements in accordance with UK accounting standards, including FRS 102
‘The Financial Reporting Standard applicable in the UK and Republic of
Ireland’.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of its profit or loss for the year. In preparing
these financial statements, the Directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and estimates that are reasonable and prudent;
* state whether applicable UK accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
* assess the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern; and use the going concern
basis of accounting unless they either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that its financial statements comply with the Companies
Act 2006. They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors’ Report, Directors’ Remuneration
Report and Corporate Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The Directors confirm that to the best of their knowledge:
* the financial statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and
* the Strategic Report and Directors’ Report includes a fair review of the
development and performance of the business and the position of the issuer,
together with a description of the principal risks and uncertainties that they
face.
The Directors consider the annual report and accounts, taken as a whole, is
fair, balanced and understandable and provides the information necessary for
shareholders to assess the Company’s position and performance, business
model and strategy.
The Directors of the company at the date of this statement were Mr S J
Constantine (Chair), Mr R J Green, Ms D N Hudson, Mr D A Mayes, and Ms B A
Sutcliffe.
Other matters
The above summary of results for the year ended 31 March 2024 does not
constitute statutory financial statements within the meaning of Section 435 of
the Companies Act 2006 and has not been delivered to the Registrar of
Companies. Statutory financial statements will be filed with the Registrar of
Companies in due course; the independent auditor’s report on those financial
statements under Section 495 of the Companies Act 2006 is unqualified, does
not include any reference to matters to which the auditor drew attention by
way of emphasis without qualifying the report and does not contain a statement
under Section 498 (2) or (3) of the Companies Act 2006.
The calculation of the return per share is based on the return after tax for
the year of £3,216,000 (18 month period ending 31 March 2023: minus
£9,923,000) and on 179,260,563 (18 month period ending 31 March 2023:
165,209,895) shares, being the weighted average number of shares in issue
during the period.
The calculation of net asset value per share as at 31 March 2024 is based on
net assets of £114,831,000 (31 March 2023: £102,497,000) divided by the
190,460,878 (31 March 2023: 164,920,166) shares in issue at that date.
The proposed final dividend of 1.6 pence per share for the year ended 31 March
2024 will, if approved by shareholders at the Annual General Meeting, be paid
on 23 August 2024 to shareholders on the register on 26 July 2024
The full annual report including financial statements for the year ended 31
March 2024 is expected to be made available to shareholders on or around 28
June 2024 and will be available to the public at the registered office of the
company at Forward House, 17 High Street, Henley-in-Arden B95 5AA and on the
company’s website.
Neither the contents of the Mercia Asset Management PLC website, nor the
contents of any website accessible from hyperlinks on the Mercia Asset
Management PLC website (or any other website), are incorporated into, or form
part of, this announcement