REG-Half-Yearly Results
06/08/2025 15:45
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Octopus AIM VCT 2 plc
Half-Yearly Results
Octopus AIM VCT 2 plc announces its unaudited half-yearly results for the six
months ended 31 May 2025.
Octopus AIM VCT 2 plc (the ‘Company’) is a Venture Capital Trust (VCT)
which aims to provide shareholders with attractive tax-free dividends and
long-term capital growth by investing in a diverse portfolio of predominantly
AIM-traded companies. The Company is managed by Octopus Investments Limited
(‘Octopus’ or the ‘Investment Manager’).
Financial summary
Six months to 31 May 2025 Six months to 31 May 2024 Year to 30 November 2024
Net assets (£’000) 80,772 83,409 79,062
(Loss)/profit after tax (£’000) (1,371) 5,464 (399)
Net asset value (NAV) per share (p) (1) 37.9 45.5 40.5
Total return per share (%) (2) (2.0) 6.3 (0.4)
Dividends per share paid in the period (p) (3) 1.8 5.4 7.2
Dividend per share declared (p) (4) 1.8 1.8 1.8
(1) NAV per share is calculated as net assets divided by total number of
shares, as described in the glossary of terms.
(2) Total return per share % is an alternative performance measure (APM)
calculated as movement in NAV per share in the period plus dividends paid in
the period, divided by the NAV per share at the beginning of the period, as
described in the glossary of terms.
(3 )The 2024 year end final dividend of 1.8p per share was paid on 29 May 2025
to shareholders on the register on 25 April 2025.
(4) The interim dividend will be paid on 27 November 2025 to shareholders on
the register on 7 November 2025.
Chair’s statement
After a disappointing start, the later months of the period ending 31 May 2025
were marked by a greater resilience and cautious optimism for both AIM and the
broader UK economy. Despite navigating a complex economic and geopolitical
landscape, sentiment within UK capital markets has begun to improve. AIM, in
particular, has weathered a challenging environment and is now exhibiting
steady signs of progress. This modest yet encouraging momentum has been
underpinned by many companies reporting solid trading updates and robust
earnings growth, even against a subdued UK macroeconomic backdrop.
Encouragingly, investor sentiment has gradually improved, buoyed by
expectations of interest rate cuts and stable inflation levels.
However, growth stocks have largely remained out of favour, and overall risk
appetite continues to be low. Consequently, the Company’s Net Asset Value
(NAV) declined by 2% after adjusting for the final dividend of 1.8p,
underperforming the AIM index, which rose by 2.8% over the same period.
On a positive note, in the 2025 Spring Statement the government reaffirmed its
strong support for Venture Capital Trusts (VCTs). More recently, in her
Mansion House speech, the Chancellor restated the government’s commitment to
driving investment into innovative UK businesses.
Unquoted investments
As stated in the investment policy, the Company is able to make investments in
unquoted companies intending to float. At 31 May 2025, 13% (31 May 2024: 9.4%
and 30 November 2024: 11.6%) of the Company’s net assets were invested in
unquoted companies. This is as a result of growth in the valuations of
Hasgrove Limited and Popsa Holdings Ltd, reflecting the continued progress of
both businesses.
Transactions with the Investment Manager
Details of amounts paid to the Investment Manager are disclosed in Note 8 to
the financial statements.
Share buybacks
In the six months to 31 May 2025, the Company bought back 3,787,380 Ordinary
shares for a total consideration of £1,419,000. It is evident from the
conversations that the Investment Manager has had with investors and advisors
that this facility remains an important consideration. The Board remains
committed to maintaining its policy of buying back shares at a discount of
approximately 4.5% to NAV (equating to up to a 5.0% discount to the selling
shareholder after costs).
Principal risks and uncertainties
The principal risks and uncertainties are set out in Note 7 to the financial
statements.
Dividend
On 29 May 2025, the Company paid a dividend of 1.8p per share, being the final
dividend for the year ended 30 November 2024. For the period to 31 May 2025,
the Board has declared an interim dividend of 1.8p. This will be paid on 27
November 2025 to shareholders on the register on 7 November 2025. This is in
line with our current policy of maintaining a minimum annual dividend payment
of 3.6p per share or a 5% yield based on the prior year closing share price,
whichever is the greater, usually paid in two instalments during each year.
To support the long-term sustainability of the Company and ensure it remains
well-positioned to deliver value for shareholders, the Board has reviewed the
current dividend policy. This follows a prolonged period of market volatility
and the Company’s strong historic dividend distributions, which have
together contributed to a reduction in NAV per share over time.
As a result, from the 2026 financial year, a revised dividend policy will be
introduced, with the first change reflected in the interim dividend payment
scheduled for November 2026. The updated policy will provide an annual
dividend of 6% of the opening NAV per share, with the continued flexibility to
pay special dividends in the event of significant realisations within the
portfolio.
This sustainable approach continues to offer shareholders a reliable stream of
tax-free dividends, while supporting the VCT’s ability to invest for
long-term growth. The revised policy ensures that when larger profitable exits
occur, shareholders remain well-positioned to benefit through special
dividends, an area in which the Company has a strong track record on
delivering.
The Board believes this policy provides the right balance between delivering
regular returns to shareholders and maintaining the strength and resilience of
the Company for the future.
Keith Mullins
Chair
Investment Manager’s review
Overview
Since November 2024, the AIM market and broader UK economy have shown signs of
cautious recovery amid ongoing market and geopolitical challenges. The UK
economy has continued to grow modestly, supported by improving performance in
key sectors such as services and manufacturing, alongside rising consumer
confidence and a robust employment environment. Inflationary pressures have
eased further, reinforcing expectations of interest rate cuts by the Bank of
England in the near term. This improved macroeconomic stability has helped
bolster investor sentiment, driving a gradual recovery in capital market
activity. Nevertheless, risk appetite remains subdued, and growth stocks on
AIM have yet to fully regain favour compared to their larger-cap peers, which
is reflected in the relative performance of the indices.
Encouragingly, many AIM companies reported robust earnings growth in the
period under review, reaffirming AIM’s vital role as a platform for
innovative, small to mid-sized growth businesses. Despite ongoing headwinds
such as persistent UK capital outflows and several corporate de-listings,
there has been a cautious resurgence in corporate activity, with new IPOs and
secondary fundraisings taking place (albeit at a modest pace) signalling a
tentative revival of investor interest. Furthermore, AIM VCTs continue to
serve as a crucial funding source for AIM companies seeking to scale.
This importance has been recognised by the government, which reaffirmed its
strong support for VCTs in the 2025 Spring Budget and Mansion House
statements. On the back of this, the VCTA has submitted a detailed proposal to
HM Treasury recommending key reforms to modernise and enhance the VCT market.
These reforms include increasing the annual and lifetime investment limits to
£6.5 million and £16 million respectively (with higher thresholds for
Knowledge Intensive Companies), extending company age eligibility from 7 to 10
years (and up to 13 years for Knowledge Intensive firms), and securing the
scheme’s continuation until at least 2035. Designed to counteract
inflation’s erosion of investment limits and to broaden regional and
sectoral support, these measures aim to maintain VCTs as essential vehicles
for financing high-growth sectors such as technology and life sciences.
Importantly, the reforms are intended to be low cost or cost-neutral to the
Exchequer, preserving VCTs’ vital role in driving UK innovation and job
creation amid both buoyant and challenging economic conditions.
Performance
Amid heightened geopolitical uncertainty, the NAV total return fell by 2% in
the six months to 31 May 2025. This compares with a 2.8% rise in the AIM
Index, a 3.3% rise in the FTSE Small Cap Index (ex-Investment Trusts), and a
7.3% rise in the FTSE All Share Index, all on a total return basis. The period
under review was marked by a significant escalation in global trade tensions,
following the US introduction of broad-ranging tariffs on many of its key
trading partners. The announcement of ‘reciprocal tariffs’ by Donald Trump
prompted retaliatory measures from both China and the European Union, creating
a volatile backdrop for equity markets. Markets initially struggled to digest
the implications of protectionist policies introduced on a scale not seen
since the Smoot-Hawley Tariff Act of the 1930s. This contributed to notable
share price volatility and a generally more cautious corporate outlook.
However, despite the challenging environment, equities demonstrated resilience
and recovered strongly as markets began to adjust to the new trade landscape.
There were several positive contributors to performance including Aurrigo
International plc, a new investment during the period, who gave several
positive operational updates. Aurrigo delivered on growth expectations for
their autonomous division and announced the launch of AutoCargo, a large
autonomous vehicle developed with UPS to move heavy cargo, as well as
announcing a strategic partnership with Swissport to deploy its technology at
Zurich Airport. Animalcare delivered on expectations for the period and also
announced the significant acquisition of Randlab, an Australian based Equine
business for £59.7 million. This acquisition transforms the company’s
offering in the attractive Equine sector and provides a route for existing
products to be sold in the Asia Pacific market. Learning Technologies Group
plc were subject to a successful bid approach by private equity firm General
Atlantic whose offer of 100p per share was formally recommended by the Board,
this represented a 34% premium to the prevailing share price and approximately
a 3.5x return on our investment. Ilika has made significant progress in
scaling up its Goliath battery offering, demonstrating the ability to
manufacture using an industrially scaled process producing higher performing
cells. Separately the licensing deal signed with Cirtec for its Stereax
battery technology is making significant commercial strides.
Among the detractors during the period was GB Group plc, whose share price was
affected by weaker market sentiment surrounding US enterprise spending.
However, the company continues to perform well operationally, delivering
growth in both revenue and profitability. GENinCode plc experienced a delay in
FDA approval for its diagnostic tests; while this is disappointing, we
continue to see significant long-term potential in the business. PCI-Pal plc
also saw a decline in its share price despite meeting expectations and
delivering growth in both total revenue and annual recurring revenue (ARR).
Craneware plc saw its share price slide over the period, likely impacted by
uncertainty in the US, the group’s primary market. This coincided with
continued positive performance, in line with management expectations of double
digit growth. Rumours of a bid approach for the company at the end of the
period highlighted how undervalued it has been and sparked the beginning of a
share price recovery which continued after the period end. We remain confident
in the short and long-term prospects of these companies and believe current
valuations do not fully reflect the operational progress being made.
Portfolio activity
In the period under review the Company made four qualifying investments at a
total cost of £2.8 million, an increase on the £2.5 million investments in
the corresponding period last year. We added one new non-qualifying investment
for £0.4 million. This made a total investment of £3.2 million in the
period.
The three new investments were into Aurrigo International plc, RC Fornax plc
and Windar Photonics plc. We made an investment of £1.1 million into Aurrigo
International plc which specialises in the design and development of fully
integrated airside solutions for the aviation industry. The company has
developed autonomous vehicles for baggage and cargo handling and has announced
partnerships with several of the largest airports globally including Changi
and Schipol. This autonomous technology combined with their secure management
systems boosts operational efficiency and safety at airports, while supporting
the reduction of emissions. An investment of £0.8 million was made at the IPO
of RC Fornax plc, an engineering consultancy specialising in solutions for the
defence industry. We provided £0.6 million of support to Windar Photonics
plc, a manufacturer of LiDAR-based monitoring and optimisation solutions for
wind turbines. Their technology enables optimal yaw alignment, which enhances
annual energy production and extends turbine lifespan by minimising wear
caused by misalignment.
One follow-on investment of £0.3 million was made into GenInCode plc, which
engage in the genetic risk assessment for cardiovascular disease, to support
their US strategy and broader expansion.
We also invested £0.4 million into non-qualifying, main list stocks primarily
to manage liquidity but also providing increased UK equity market exposure.
£0.4 million was invested into Applied Nutrition plc, a global sports
nutrition and wellness product company.
Investments disposed in the period were sold for a net overall gain of £6.1
million over book cost and generated £9.5 million in cash proceeds. We sold
partial holdings in Wise plc where we took profits from rising share prices.
We also had full disposals of four holdings being Ricardo plc, Breedon Group
plc, Intelligent Ultrasound Group plc and Learning Technologies Group plc.
Non-qualifying investments are used to manage liquidity while awaiting new
qualifying investment opportunities. We continue to hold some existing
non-qualifying AIM holdings where we see the opportunity for further share
price progress. During the year we disposed part of our holding in FP Octopus
UK Multi Cap Income Fund for £0.3 million.
Outlook
Amid ongoing market and geopolitical uncertainties, AIM has demonstrated
resilience, consistently attracting capital and supporting the growth of
innovative companies. This reinforces AIM’s role as a vital platform for
small, high-growth businesses. Moreover, the Company is well-positioned to
capitalise on a gradually improving, albeit still cautious, market
environment. With the emergence of supportive reforms and increased fiscal
clarity, we anticipate a renewed and strengthened investor appetite for
growth-oriented companies over the coming months.
The Octopus Quoted Companies team
Directors’ responsibilities statement
We confirm that to the best of our knowledge:
* the half-yearly financial statements have been prepared in accordance with
Financial Reporting Standard 104 ‘Interim Financial Reporting’ issued by
the Financial Reporting Council;
* the half-yearly financial statements give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company;
* the half-yearly report includes a fair review of the information required by
the Financial Conduct Authority Disclosure Guidance and Transparency Rules,
being: * we have disclosed an indication of the important events that have
occurred during the first six months of the financial year and their impact on
the condensed set of financial statements;
* we have disclosed a description of the principal risks and uncertainties for
the remaining six months of the year; and
* we have disclosed a description of related party transactions that have
taken place in the first six months of the current financial year, that may
have materially affected the financial position or performance of the Company
during that period and any changes in the related party transactions described
in the last annual report that could do so.
By Order of the Board
Keith Mullins
Chair
Income statement
Unaudited Six months to 31 May 2025 Unaudited Six months to 31 May 2024 Audited Year to 30 November 2024
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Gain/(loss) on disposal of fixed asset investments – 251 251 – (178) (178) – (30) (30)
(Loss)/gain on disposal of current asset investments – (20) (20) – 11 11 – 57 57
(Loss)/gain on valuation of fixed asset investments – (788) (788) – 4,055 4,055 – (837) (837)
(Loss)/gain on valuation of current asset investments – (567) (567) – 1,743 1,743 – 881 881
Investment income 610 – 610 872 – 872 1,588 – 1,588
Investment management fees (158) (471) (629) (178) (533) (711) (353) (1,058) (1,411)
Other expenses (228) – (228) (328) – (328) (647) – (647)
Profit/(loss) before tax 224 (1,595) (1,371) 366 5,098 5,464 588 (987) (399)
Tax – – – – – – – – –
Profit/(loss) after tax 224 (1,595) (1,371) 366 5,098 5,464 588 (987) (399)
Earnings per share – basic and diluted 0.1p (0.8p) (0.7p) 0.2p 2.8p 3.0p 0.3p (0.5p) (0.2p)
• The ‘Total’ column of this statement is the profit and loss account of
the Company; the supplementary revenue return and capital return columns have
been prepared in accordance with the AIC Statement of Recommended Practice.
• All revenue and capital items in the above statement derive from
continuing operations.
• The Company has only one class of business and derives its income from
investments made in shares and securities and from bank and money market
funds, as well as Open Ended Investment Company (OEIC) funds.
The Company has no recognised gains or losses other than the results for the
period as set out above. Accordingly, a statement of comprehensive income is
not required.
The accompanying notes form an integral part of the financial statements.
Balance sheet
Unaudited As at 31 May 2025 Unaudited As at 31 May 2024 Audited As at 30 November 2024
£’000 £’000 £’000 £’000 £’000 £’000
Fixed asset investments 50,312 58,698 57,141
Current assets:
Investments 9,263 10,542 10,146
Money market funds 19,816 23,583 10,564
Debtors 228 268 152
Cash at bank 1,520 974 1,595
30,827 35,367 22,457
Creditors: amounts falling due within one year (367) (10,656) (536)
Net current assets 30,460 24,711 21,921
Total assets less current liabilities 80,772 83,409 79,062
Called up equity share capital 21 18 20
Share premium 14,616 12,015 6,314
Capital redemption reserve 4 3 4
Special distributable reserve 70,894 68,902 76,116
Capital reserve realised (7,667) (9,037) (13,501)
Capital reserve unrealised 4,450 13,500 11,879
Revenue reserve (1,546) (1,992) (1,770)
Total equity shareholders’ funds 80,772 83,409 79,062
NAV per share – basic and diluted 37.9p 45.5p 40.5p
The statements were approved by the Directors and authorised for issue on 6
August 2025 and are signed on their behalf by:
Keith Mullins
Chair
Company Number: 05528235
The accompanying notes form an integral part of the financial statements.
Statement of changes in equity
Share capital Share premium Capital redemption reserve Special distributable reserves (1) Capital reserve realised (1) Capital reserve unrealised Revenue reserve (1) Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 Dece mber 2024 20 6,314 4 76,116 (13,501) 11,879 (1,770) 79,062
Total comprehensive income for the period – – – – (240) (1,355) 224 (1,371)
Contributions by and distributions to owners:
Repurchase and cancellation of own shares – – – (1,419) – – – (1,419)
Issue of shares 1 8,803 – – – – – 8,804
Share issue costs – (501) – – – – – (501)
Dividends paid – – – (3,803) – – – (3,803)
Total contributions by and distributions to owners 1 8,302 – (5,222) – – – 3,081
Other movements:
Prior years’ holding losses now realised – – – – 6,074 (6,074) – –
Total other movements – – – – 6,074 (6,074) – –
Balance as at 31 May 2025 21 14,616 4 70,894 (7,667) 4,450 (1,546) 80,772
(1) The sum of these reserves is an amount of £61,680,000 (31 May 2024:
£57,873,000 and 30 November 2024: £60,845,000) which is considered
distributable to shareholders. The Income Taxes Act 2007 restricts
distribution of capital from reserves created by the conversion of the share
premium account into a special distributable reserve until the third
anniversary of the share allotment that led to the creation of that part of
the share premium account. As at 31 May 2025, £42,923,000 of the special
reserve is distributable under this restriction.
The accompanying notes form an integral part of the financial statements.
.
Share capital Share premium Capital redemption reserve Special distributable reserves Capital reserve realised Capital reserve unrealised Revenue reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 December 2023 18 7,619 3 80,043 (5,400) 4,765 (2,358) 84,690
Total comprehensive income for the period – – – – (700) 5,798 366 5,464
Contributions by and distributions to owners:
Repurchase and cancellation of own shares – – – (1,234) – – – (1,234)
Issue of shares – 4,694 – – – – – 4,694
Share issue costs – (298) – – – – – (298)
Dividends paid – – – (9,907) – – – (9,907)
Total contributions by and distributions to owners – 4,396 – (11,141) – – – (6,745)
Other movements:
Prior years’ holding losses now realised – – – – (2,937) 2,937 – –
Total other movements – – – – (2,937) 2,937 – –
Balance as at 31 May 2024 18 12,015 3 68,902 (9,037) 13,500 (1,992) 83,409
The accompanying notes form an integral part of the financial statements.
Share capital £’000 Share premium £’000 Capital redemption reserve £’000 Special distributable reserves £’000 Capital reserve realised £’000 Capital reserve unrealised £’000 Revenue reserve £’000 Total £’000
As at 1 December 2023 18 7,619 3 80,043 (5,400) 4,765 (2,358) 84,690
Total comprehensive income for the year - - - - (1,031) 44 588 (399)
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (1) - 1 (2,533) - - - (2,533)
Issue of shares 3 11,264 - - - - - 11,267
Share issue costs - (554) - - - - - (554)
Dividends paid - - - (13,409) - - - (13,409)
Total contributions by and distributions to owners 2 10,710 1 (15,942) - - - (5,229)
Other movements:
Cancellation of share premium - (12,015) - 12,015 - - - -
Prior years’ holding gains now realised - - - - (7,070) 7,070 - -
Total other movements - (12,015) - 12,015 (7,070) 7,070 - -
Balance as at 30 November 2024 20 6,314 4 76,116 (13,501) 11,879 (1,770) 79,062
The accompanying notes form an integral part of the financial statements.
Cash flow statement
Unaudited Six months to 31 May 2025 £’000 Unaudited Six months to 31 May 2024 £’000 Audited Year to 30 November 2024 £’000
Cash flows from operating activities
(Loss)/profit before tax (1,371) 5,464 (399)
Adjustments for:
(Increase) in debtors (76) (116) –
(Decrease)/increase in creditors (169) 265 52
(Gain)/loss on disposal of fixed asset investments (251) 178 30
Loss/(gain) on disposal of current asset investments 20 (11) (57)
Loss/(gain) on valuation of fixed asset investments 788 (4,055) 837
Loss/(gain) on valuation of current asset investments 567 (1,743) (881)
Net cash utilised in operating activities (492) (18) (418)
Cash flows from investing activities
Purchase of fixed asset investments (3,190) (2,511) (6,934)
Proceeds from sale of fixed asset investments 9,482 978 2,214
Purchase of current asset investments – (192) (924)
Proceeds from sale of current asset investments 296 200 512
Net cash flows generated from/(utilised in) investing activities 6,588 (1,525) (5,132)
Cash flows from financing activities
Purchase of own shares (1,419) (1,234) (2,533)
Share issues 8,804 4,694 8,815
Share issue costs (501) (298) (554)
Dividends paid (3,803) – (10,957)
Net cash flows generated from/(utilised) in financing activities 3,081 3,162 (5,229)
Increase/(decrease) in cash and cash equivalents 9,177 1,619 (10,779)
Opening cash and cash equivalents 12,159 22,938 22,938
Increase in cash and cash equivalents 21,336 24,557 12,159
Closing cash and cash equivalents is represented by:
Cash at bank 1,520 974 1,595
Money market funds 19,816 23,583 10,564
Total cash and cash equivalents 21,336 24,557 12,159
The accompanying notes form an integral part of the financial statements.
Condensed notes to the financial statements
1. Basis of preparation
The unaudited half-yearly report which covers the six months to 31 May 2025
has been prepared in accordance with the Financial Reporting Council’s (FRC)
Financial Reporting Standard (FRS) 104 Interim Financial Reporting (January
2022) and the Statement of Recommended Practice (SORP) for Investment
Companies issued by the Association of Investment Companies in 2014 (updated
in July 2022).
The Directors consider it appropriate to adopt the going concern basis of
accounting. The Directors have not identified any material uncertainties to
the Company’s ability to continue to adopt the going concern basis over a
period of at least twelve months from the date of approval of the financial
statements. In reaching this conclusion the Directors have had regard to the
potential impact on the Company of the current economic and geopolitical
climate.
The principal accounting policies have remained unchanged from those set out
in the Company’s 2024 Annual Report and Accounts.
2. Publication of non-statutory accounts
The unaudited half-yearly report for the six months ended 31 May 2025 does not
constitute statutory accounts within the meaning of Section 415 of the
Companies Act 2006. The comparative figures for the year ended 30 November
2024 have been extracted from the audited financial statements for that year,
which have been delivered to the Registrar of Companies. The independent
auditor’s report on those financial statements, in accordance with chapter
3, part 16 of the Companies Act 2006, was unqualified.
3. Earnings per share
The earnings per share at 31 May 2025 are calculated on the basis of
204,542,613 shares (31 May 2024: 183,332,123 and 30 November 2024:
184,864,715), being the weighted average number of shares in issue during the
period.
There are no potentially dilutive capital instruments in issue and, so no
diluted returns per share figures are relevant.
4. Net asset value per share
The net asset value per share is based on net assets as at 31 May 2025 divided
by 212,855,191 shares in issue at that date (31 May 2024: 183,467,725 and 30
November 2024: 195,403,293).
5. Dividends
The Directors have declared an interim dividend of 1.8p per share (2024: 1.8p
per share) payable from the special distributable reserve. This dividend will
be paid on 27 November 2025 to those shareholders on the register at 7
November 2025. The 2024 AGM approved final dividend of 1.8p per share was paid
on 29 May 2025.
6. Buybacks and share issues
During the six months ended 31 May 2025 the Company repurchased the following
shares:
Date No. of shares Price (p) Cost (£)
17 December 2024 560,613 39.1 219,000
30 January 2025 802,694 38.4 308,000
20 February 2025 544,996 38.5 210,000
20 March 2025 782,359 37.2 291,000
16 April 2025 748,800 35.7 267,000
15 May 2025 347,918 35.5 124,000
Total 3,787,380 1,419,000
The weighted average price of all buybacks during the period was 37.5p per
share.
During the six months ended 31 May 2025 the Company issued the following
shares:
Date No. of shares Price (p) Net proceeds (£)
12 December 2024 5,310,639 40.3 2,141,000
23 January 2025 2,927,288 40.0 1,171,000
27 March 2025 11,099,900 38.5 4,274,000
22 May 2025 39,658 37.6 15,000
29 May 2025 1,861,793 37.7 702,000
Total 21,239,278 8,303,000
The weighted average allotment price of all shares issued during the period
net of costs was 39.1p per share.
7. Principal risks and uncertainties
The Company’s principal risks are: Investment risk, VCT qualifying status
risk, Operational risk, Information security risk, Valuation risk, Legislative
risk, Liquidity risk and Economic risk. These risks, and the way in which they
are managed, are described in more detail in the Company’s Annual Report and
Accounts for the year ended 30 November 2024. The Board has also considered
emerging risks, including geo-political tensions, adverse changes in the
global macroeconomic environment and climate change, which the Board seeks to
mitigate by setting policy and reviewing performance. Otherwise, the
Company’s principal risks and uncertainties have not changed materially
since the date of that report.
8. Related party transactions
The Company has employed Octopus Investments Limited (‘Octopus’ or ‘the
Investment Manager’) throughout the period as Investment Manager. Octopus
has also been appointed as Custodian of the Company’s investments under a
Custodian Agreement. The Company has been charged £631,000 by Octopus as a
management fee in the period to 31 May 2025 (31 May 2024: £711,000 and 30
November 2024: £1,411,000). The management fee is payable quarterly and is
based on 2% of net assets measured at quarterly intervals.
The Company receives a reduction in the management fee for the investments in
other Octopus managed funds, being the FP Octopus UK Multi Cap Income Fund, FP
Octopus UK Micro Cap Growth Fund and FP Octopus UK Future Generations Fund, to
ensure the Company is not double charged on these products. This amounted to
£27,000 in the period to 31 May 2025 (31 May 2024: £26,000 and 30 November
2024: £55,000). For further details please refer to the Company’s Annual
Report and Accounts for the year ended 30 November 2024.
As at 31 May 2025, Octopus Investments Nominees Limited (OINL) held nil shares
(2024: nil) in the Company as beneficial owner. Throughout the period to 31
May 2025 OINL purchased nil shares (2024: nil) and sold nil shares (2024:
nil). This is classed as a related party transaction as Octopus, the
Investment Manager, and OINL are part of the same group of companies. Any such
future transactions, where OINL takes over the legal and beneficial ownership
of Company shares will be announced to the market and disclosed in annual and
half-yearly reports.
9. Post-balance sheet events
The following events occurred between the balance sheet date and the signing
of these financial statements:
• On 19 June 2025, the Company purchased for cancellation
360,462 Ordinary shares at a price of 37.3p.
• On 17 July 2025, the Company purchased for cancellation
579,561 Ordinary shares at a price of 37.5p.
10. Fixed asset investments
Accounting policy
The Company’s principal financial assets are its investments and the
policies in relation to those assets are set out below.
Purchases and sales of investments are recognised in the financial statements
at the date of the transaction (trade date).
These investments will be managed and their performance evaluated on a fair
value basis in accordance with a documented investment strategy and
information about them has to be provided internally on that basis to the
Board. Accordingly, as permitted by FRS 102, the investments are measured as
being fair value through profit or loss (FVTPL) on the basis that they qualify
as a group of assets managed, and whose performance is evaluated, on a fair
value basis in accordance with a documented investment strategy. The
Company’s investments are measured at subsequent reporting dates at fair
value.
In the case of investments quoted on a recognised stock exchange, fair value
is established by reference to the closing bid price on the relevant date or
the last traded price, depending upon convention of the exchange on which the
investment is quoted. In the case of unquoted investments and loan notes, fair
value is established by assessing different methods of valuation, such as
price of recent transaction, earnings or revenue-based multiples, discounted
cash flows and net assets. Where price of recent investment is used as a
starting point for estimating fair value at subsequent measurement dates, this
has been benchmarked using an appropriate valuation technique. These
methodologies are consistent with IPEV guidelines.
Gains and losses arising from changes in fair value of investments are
recognised as part of the capital return within the Income Statement and
allocated to the capital reserve unrealised. The Investment Manager reviews
changes in fair value of investments for any permanent reductions in value and
will give consideration to whether these losses should be transferred to the
capital reserve realised.
In the preparation of the valuations of assets the Directors are required to
make judgements and estimates that are reasonable and incorporate their
knowledge of the performance of the investee companies.
Fair value hierarchy
Paragraph 34.22 of FRS 102 suggests following a hierarchy of fair value
measurements, for financial instruments measured at fair value in the balance
sheet, which gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority
to unobservable inputs (Level 3). This methodology is adopted by the Company
and requires disclosure of financial instruments to be dependent on the lowest
significant applicable input, as laid out below:
Level 1: The unadjusted, fully accessible and current quoted price in an
active market for identical assets or liabilities that an entity can access at
the measurement date.
Level 2: Inputs for similar assets or liabilities other than the quoted prices
included in Level 1 that are directly or indirectly observable, which exist
for the duration of the period of investment.
Level 3: This is where inputs are unobservable, where no active market is
available and recent transactions for identical instruments do not provide a
good estimate of fair value for the asset or liability.
There have been no reclassifications between levels in the period. The change
in fair value for the current and previous period is recognised through the
profit and loss account.
Disclosure
Level 1: Quoted equity investments £’000 Level 3: Unquoted investments £’000 Total £’000
Cost at 1 December 2024 49,212 3,487 52,699
Opening unrealised (loss)/gain at 1 December 2024 (2,038) 6,480 4,442
Valuation at 1 December 2024 47,174 9,967 57,141
Purchases at cost 3,190 – 3,190
Disposal proceeds (9,482) – (9,482)
Gain on realisation of investments 251 – 251
Change in fair value in period (2,130) 1,342 (788)
Valuation at 31 May 2025 39,003 11,309 50,312
Cost at 31 May 2025 49,248 3,487 52,735
Closing unrealised (loss)/gain at 31 May 2025 (10,245) 7,822 (2,423)
Valuation at 31 May 2025 39,003 11,309 50,312
Level 1 valuations are valued in accordance with the bid price on the relevant
date. Further details of the fixed asset investments held by the Company are
shown within the Interim Management Report.
Level 3 investments are reported at fair value in accordance with FRS 102
Sections 11 and 12, which is determined in accordance with the latest IPEV
guidelines. In estimating fair value, there is an element of judgement,
notably in deriving reasonable assumptions, and it is possible that, if
different assumptions were to be used, different valuations could have been
attributed to some of the Company’s investments.
Level 3 investments include £800,000 (31 May 2024: £720,000 and 30 November
2024: £800,000) of convertible loan notes held at cost, which is deemed to be
current fair value. In addition to this the Company holds six unquoted
investments which are classified as level 3 in terms of fair value hierarchy.
These are valued based on a range of valuation methodologies, determined on an
investment specific basis. The price of recent investment is used where a
transaction has occurred sufficiently close to the reporting date to make this
the most reliable indicator of fair value. Where recent investment is not
deemed to indicate the most reliable indicator of fair value i.e. the most
recent investment is too distant from the reporting date for this to be deemed
a reasonable indicator, other market based approaches including earnings
multiples, annualised recurring revenues, discounted cashflows or net assets
are used to determine a fair value for the investments.
All capital gains or losses on investments are classified at FVTPL. Given the
nature of the Company’s venture capital investments, the changes in fair
value of such investments recognised in these financial statements are not
considered to be readily convertible to cash in full at the balance sheet date
and accordingly these gains are treated as holding gains or losses.
11. Half-Yearly Report
The unaudited half-yearly report for the six months ended 31 May 2025 will
shortly be available to view at
https://octopusinvestments.com/our-products/venture-capital-trusts/octopus-aim-vcts/
A copy of the half-yearly report will be submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information please contact:
Rachel Peat
Octopus Company Secretarial Services Limited
Tel: +44 (0)80 0316 2067
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