Half-Yearly Results
14/10/2024 16:15
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Octopus Apollo VCT plc
Half-Yearly Results
Octopus Apollo VCT plc today announces its unaudited half-yearly results for
the six months ended 31 July 2024.
Octopus Apollo VCT plc (‘Apollo’ or 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 unquoted companies.
The Company is managed by Octopus AIF Management Limited (the ‘Manager’),
which has delegated investment management to Octopus Investments Limited
(‘Octopus’ or ‘Portfolio Manager’) via its investment team Octopus
Ventures.
Key financials
HY 2024 HY 2023 FY2024
Net assets (£’000) £438,796 £385,519 £390,294
Profit/(loss) after tax (£’000) £4,546 £9,059 £(435)
NAV per share (1) 49.7p 53.1p 50.5p
Cumulative dividends paid since launch 88.7p 86.0p 87.4p
Total value per share (2) 138.4p 139.1p 137.9p
Dividends paid in the year 1.3p 1.3p 2.7p
Dividend yield (3) 2.6% 2.4% 5.1%
Dividend declared 1.3p 1.4p 1.3p
Total return per share % (4) 1.0% 2.3% 0.0%
1. NAV per share is an alternative performance measure (APM) calculated as net
assets divided by total number of shares, as described in the glossary of
terms.
2. Total value per share is an APM calculated by adding together NAV per share
and cumulative dividends paid since launch.
3. Dividend yield is an APM, calculated as dividends paid in the period,
divided by the NAV at the beginning of the period.
4. Total return per share % is an APM calculated as movement in NAV in the
period plus dividends paid in the period, divided by the NAV at the beginning
of the period, as described in the glossary of terms.
Interim Management Report
Chair’s statement
Performance
I am pleased to present the half-yearly report for Apollo for the six months
ended 31 July 2024. The net asset value (NAV) plus cumulative dividends per
share at 31 July 2024 was 138.4p, an increase of 0.5p per share from 31
January 2024. The NAV Total Return was 1.0% for the six months. This outcome
highlights the Company’s overall resilience, especially given the backdrop
of a challenging global macro environment and declining comparative market
multiples.
In the six months to 31 July 2024, we utilised £40.4 million of our cash
resources, comprising £22.3 million in new and follow-on investments, £8.4
million in dividends (net of the dividend reinvestment scheme), £4.1 million
in management fees, £3.9 million in share buybacks, and £1.7 million in
other running costs such as accounting and administration services and trail
commissions. The cash and cash equivalents balance of £89.5 million at
31 July 2024 represented 20.4% of net assets at that date, compared to 15.7%
at 31 January 2024.
Dividends
It is your Board’s policy to maintain a regular dividend flow where possible
to take advantage of the tax-free distributions a VCT can provide, and work
towards the targeted 5% annual dividend yield policy.
I am pleased to confirm that the Board has decided to declare an interim
dividend of 1.3p per share in respect of the period ended 31 July 2024. The
dividend will be payable on 20 December 2024 to shareholders on the register
at 6 December 2024.
Apollo’s dividend reinvestment scheme (DRIS) was introduced in November 2014
and to date 20.4% of shareholders take advantage of it as it is an attractive
scheme for investors who would prefer to benefit from additional income tax
relief on their reinvested dividend.
I hope that shareholders will find this scheme beneficial. During the six
months to 31 July 2024, 5,084,140 shares were issued under the DRIS, equating
to a reinvested amount of £2.5 million.
Fundraise and share buybacks
On 19 March 2024, the Company closed its offer to raise £50 million and this
led the Board to increase the offer to £85 million from £50 million, and I
am pleased to report that we successfully raised the full amount, closing the
offer on 24 September 2024. Following on from this, on 4 October 2024, the
Company announced its intention to launch a new fundraise later this year. We
would like to take this opportunity to welcome all new shareholders and thank
all existing shareholders for their continued support.
Apollo has continued to offer a share buyback scheme in line with our policy.
In the six months to 31 July 2024, the Company bought back 8,053,434 shares
for a total consideration of £3.9 million.
Dividends, whether paid in cash or reinvested under the DRIS, and share
buybacks are always at the discretion of the Board, are never guaranteed and
may be reviewed when necessary.
VCT qualifying status and sunset clause
Shoosmiths LLP provides the Board and Portfolio Manager with advice concerning
ongoing compliance with His Majesty’s Revenue & Customs (HMRC) rules and
regulations concerning VCTs. The Board has been advised that Apollo is
complying with the conditions set by HMRC for maintaining approval as a VCT. A
key requirement is to maintain at least an 80% qualifying investment level. As
at 31 July 2024, 100% of the portfolio, as measured by HMRC rules, was
invested in VCT qualifying investments.
In November 2023, a ten-year extension was announced to the ‘sunset
clause’ (a retirement date for the VCT scheme), meaning VCT tax reliefs will
be available until 5 April 2035. This extension passed through Parliament in
February 2024 and in September 2024 the Treasury brought into effect the
extension through The Finance Act 2024. This offers long-term stability on the
tax efficient status of an investment for investors participating in a
VCT scheme.
Principal risks and uncertainties
The Board continues to review the risk environment in which the Company
operates on a regular basis. There have been no significant changes to the key
risks which were described on pages 35 to 38 of the Annual Report for the year
ended 31 January 2024. The Board does not anticipate any significant changes
to these risks.
Alternative Investment Fund (AIF)
As announced on 30 September 2024, the Company is now classified as a full
scope AIF under the European Union’s AIF Managers Directive (AIFMD). This is
due to the Company’s success and continued growth in assets under management
(AUM). This regulation is in place to ensure greater transparency and risk
mitigation to protect investors. It is an exciting milestone for the Company
and the Board is working closely with Octopus to ensure all reporting
requirements and management protocols are adopted.
Portfolio Manager
Apollo’s lead fund manager, Richard Court, has taken on a new role as Head
of VCTs and Enterprise Investment Schemes (EIS) at Octopus, so will continue
to be involved with the Company. Paul Davidson, a Partner in the Octopus
Ventures team, will replace Richard as lead fund manager. Paul brings with him
more than seven years of experience, focussing on Apollo, and has worked
closely with the Board alongside Richard for over three of these years. The
Board would like to take this opportunity to both congratulate Paul on his new
role and to thank Richard for his contribution to the Company and wish him
well in his new position.
Murray Steele
Chair
Portfolio Manager’s review
Investment strategy
Most companies in the portfolio operate in sectors where there is a strong
opportunity for growth whilst also offering some degree of resilience in terms
of demand. In general, we invest in business-to-business (B2B) technology
companies operating in the software-as-a-service (SaaS) space that have
recurring revenues from a diverse base of customers. We also seek to invest in
companies that will provide an opportunity for Apollo to realise its
investment, typically within three to seven years.
Apollo total value growth
The total value has seen a significant increase over this period, from 118.2p
to 138.4p at 31 July 2024. This increase in total value of 20.2p represents a
42.9% increase on the NAV of 47.1p as at 31 January 2019. A total of over
£88 million has also been distributed back to shareholders in the form of
tax-free dividends. This includes dividends reinvested as part of the DRIS.
Focus on performance
In the six months to 31 July 2024, the NAV total return (NAV plus cumulative
dividends) increased to 138.4p per share, giving a total return of 1.0% for
the period. We are pleased with this modest uplift considering the backdrop of
a challenging macroeconomic environment that our portfolio companies are
having to operate within.
The performance over the period to 31 July 2024 is shown below:
NAV Dividends paid in year Cumulative dividends NAV + cumulative dividends Total return %
Year ended 31 January 2019 47.1p 3.1p 71.1p 118.2p (0.8)%
Year ended 31 January 2020 45.7p 3.0p 74.1p 119.8p 3.4%
Year ended 31 January 2021 49.2p 2.3p 76.4p 125.6p 12.7%
Year ended 31 January 2022 50.2p 5.7p 82.1p 132.3p 13.6%
Year ended 31 January 2023 53.2p 2.6p 84.7p 137.9p 11.2%
Year ended 31 January 2024 50.5p 2.7p 87.4p 137.9p 0.0%
Period ended 31 July 2024 49.7p 1.3p 88.7p 138.4p 1.0%
Over the six months, there have been valuation increases across 23 portfolio
companies, delivering a collective increase of £27.0 million. These increases
reflect businesses which have successfully grown their customer base and
revenues through the period. Most of the contributing companies are the B2B
technology focused ones that Apollo has invested in over recent years, with
some notable strong performers including Lodgify, ValueBlue and TRI.
Conversely, 20 companies saw a decrease in valuation, collectively totalling
£17.4 million. The businesses that saw the most significant reductions were
Synchtank, Edge10 and Delio. Edge10 operates in a competitive market and has
struggled to scale effectively which has resulted in slowing growth. Both
Delio and Synchtank have prioritised reaching cash flow breakeven over growth.
In most of the companies with a decline in value, growth has decelerated due
to lengthening enterprise software sales cycles, as well as there being some
company-specific performance issues.
As part of liquidity management, Apollo regularly invests in and withdraws
from Money Market Funds (MMFs) in order to meet cash requirements. During the
period, on a net basis, an additional £28.0 million was invested in MMFs.
These investments, in combination with the previously held investments in SEQI
(an OEIC) and the MMFs, took the total liquid investments at 31 July 2024 to
£85.8 million (including interest earned during the year on MMF deposits).
Disposals
One profitable disposal completed in the six months period was Dyscova Ltd
(trading as Care & Independence (C&I)) being acquired by GBUK Group, a company
which designs, develops and distributes a portfolio of own and third-party
branded acute-setting medical devices. Apollo first invested in C&I in 2016,
and the exit offered Apollo a 1.7x total return on its investment.
One disposal resulted in a partial loss on investment when Ryte GmbH, a
marketing software technology platform, was acquired by Semrush Holdings Inc.
The underperformance of a portfolio company is always disappointing for
Octopus and shareholders alike, but it is a key characteristic of a venture
capital portfolio, and we believe the successful disposals will continue to
significantly outweigh the losses over the medium to long term.
In the six months, all disposals, including loan repayments, have in aggregate
returned £11.3 million to Apollo.
Outside of the reporting period in September, we were pleased to exit our
holding in Countrywide Healthcare Supplies Holdings which was acquired by
Personnel Hygiene Services Ltd, a hygiene services provider. The Company first
invested in 2014, prior to the strategic change of investment focus on B2B
SaaS businesses, and we were pleased that the acquisition offered a 4.4x
return on our initial investment.
Year ended 31 January 2020 Year ended 31 January 2021 Year ended 31 January 2022 Year ended 31 January 2023 Year ended 31 January 2024 Six months ended 31 July 2024 Total
Dividends (£'000) 8,345 7,471 28,366 14,323 19,165 10,901 88,571
Disposal proceeds (£'000) 17,794 3,356 53,939 3,591 18,292 11,301 108,273
New and follow-on investments
Apollo completed follow-on investments in six companies and made three new
investments, including follow-on tranches of investments committed to in prior
periods. Together, these totalled £22.3 million (made up of £12.8 million
invested in the existing portfolio and £9.5 million in new companies).
Apollo’s new investments (not including follow-on tranches of investments
committed to in prior periods) were in:
Definely
AI based legal technology software company supporting legal professionals in
contract drafting and reviewing, increasing the accuracy and speed of
production.
Switchee
Smart thermostat hardware and software provider focused on improving outcomes
for social housing and housing associations.
Cambri
A research and data insights platform that increases the quality, speed and
cost effectiveness of research for new product launches.
Valuations
Methodologies include:
• ‘Price of Recent Investment’ (PRI) is utilised when there has been a
recent transaction which is generally assessed to be the best indicator of
Fair Value as of the transaction date;
• ‘Market approach’ involves the application of an appropriate multiple
to a performance measure (typically a revenue metric, but potentially also
profit) to derive the value of the business. The multiple is derived by
referring to comparable listed companies or comparable transactions; and
• ‘Scenario analysis’ is utilised where there is uncertainty around the
potential outcomes available to a company, so a probability-weighted scenario
analysis is considered.
Valuation methodology as at 31 July 2024 By value By number of companies
Market Approach 81% 76%
Scenario analysis 15% 12%
PRI 4% 10%
Write-off - 2%
Top ten investments by value as at 31 July 2024
The below table sets out the cost and valuation of the top ten holdings, which
account for over 57% of the value of the portfolio.
Portfolio Investment cost (£’000) Total valuation including cost (£’000)
1 Natterbox £17,490 £39,530
2 Lodgify £12,611 £26,308
3 Ubisecure £9,075 £21,238
4 Sova £12,250 £19,324
5 TRI £3,800 £17,947
6 Interact £308 £17,364
7 FableData £8,600 £16,865
8 ValueBlue £10,071 £15,439
9 Mention Me £15,000 £15,000
10 Fuse Universal £8,000 £14,254
Outlook
We are pleased to report the small uplift in Apollo’s NAV for the six
months, as this is a testament to the overall stability and resilience of the
portfolio companies we have invested into, many of which have seen slowing
growth and have had to prioritise extending their cash runways to reduce their
ongoing funding requirements. The challenging market backdrop the companies
are operating in is evidenced by the Bessemer Index (a US technology index)
showing a 12% decline in the first half of the year¹. Most companies have
been affected by the challenging macro-economic headwinds, with high interest
rates and economic and political uncertainty; some of our companies have found
sales cycles more protracted, with a higher risk of customer churn as
customers look to cut their operating costs, although there are signs that
this trend is stabilising.
Despite these challenges, we are pleased to have completed two profitable
realisations (one outside of the reporting period) and we are starting to see
signs of the exit market recovering. For instance, Initial Public Offerings
(IPOs) had their strongest first six months since the peak of 2021, bringing
renewed optimism to the market². While an IPO is just one potential route to
exit and often not typically the main exit route for our portfolio companies,
the improving sentiment is encouraging. We plan to leverage these emerging
opportunities by selling companies to trade buyers or strategic acquirers when
it makes commercial sense, as demonstrated in the past six months. Our goal is
to capitalise on all available opportunities for our portfolio companies to
maximise returns for shareholders.
Alongside this, we were delighted with the support we’ve received from
Apollo’s new and existing investors, with the extended fundraise closing
fully subscribed. These funds will allow Apollo to continue to support the
existing portfolio in their growth plans and invest in new opportunities,
which have great potential to become successful and deliver good returns to
shareholders.
The ongoing need for exciting, high-growth companies to raise funding provides
ample opportunity to make successful future investments in line with
Apollo’s strategy. The recent decrease in inflation and the commencement of
a cycle of interest rate reduction should create an improved trading
environment for our existing portfolio companies and any new investments,
allowing them to prosper. We therefore remain optimistic and confident about
Apollo’s future investment prospects and its current portfolio providing
opportunities for the continued success of the fund.
Paul Davidson
Partner and Apollo Lead Fund Manager
(1) https://cloudindex.bvp.com/
(2) Pitchbook, European Venture Report Q2 2024.
Directors’ responsibilities statement
The Directors confirm that to the best of their 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; and
* the half-yearly report includes a fair review of the information required by
the Financial Conduct Authority’s 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
Murray Steele
Chair
Income statement
Unaudited Unaudited Audited
six months to 31 July 2024 six months to 31 July 2023 year to 31 January 2024
Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000
Realised (loss)/gain on disposal of fixed asset investments – (1,066) (1,066) – 98 98 – (876) (876)
Change in fair value of fixed asset investments – 10,685 10,685 – 15,155 15,155 – 9,317 (1) 9,317 (1)
Change in fair value of current asset investments – (61) (61) – (205) (205) – 16 16
Investment income 1,899 – 1,899 1,932 – 1,932 2,576 (1) – 2,576 (1)
Investment management fees (1,021) (4,202) (5,223) (877) (4,954) (5,831) (1,862) (5,601) (7,463)
Other expenses (1,688) – (1,688) (2,091) – (2,091) (4,006) – (4,006)
Foreign currency translation – – – 1 – 1 1 – 1
(Loss)/profit before tax (810) 5,356 4,546 (1,035) 10,094 9,059 (3,291) (1) 2,856 (1) (435)
Tax – – – – – – – – –
(Loss)/profit after tax (810) 5,356 4,546 (1,035) 10,094 9,059 (3,291) (1) 2,856 (1) (435)
(Loss)/earnings per share – basic and diluted (0.1p) 0.7p 0.6p (0.2p) 1.5p 1.3p (0.5p) (1) 0.4p (1) (0.1p)
* The ‘Total’ column of this statement is the profit and loss account of
Apollo; the revenue return and capital return columns have been prepared under
guidance published by the Association of Investment Companies.
* All revenue and capital items in the above statement derive from continuing
operations.
* Apollo has only one class of business and derives its income from
investments made in shares and securities and from bank and money market
funds.
(1) Following advice from Apollo’s auditors, BDO, the presentation and
classification of accrued loan interest was updated to be part of the fair
value of investments. This balance is therefore an amendment to the balance
presented in the 31 January 2024 accounts.
Apollo has no other comprehensive income for the period.
The accompanying notes are an integral part of the financial statements.
Balance sheet
Unaudited as at 31 July 2024 Unaudited as at 31 July 2023 Audited as at 31 January 2024
£’000 £’000 £’000 £’000 £’000 £’000
Fixed asset investments 352,450 321,855 331,878 (1)
Current assets:
Investments 8,428 3,766 8,486
Money market funds 77,342 56,515 47,950
Debtors 881 5,110 244 (1)
Cash at bank 3,708 3,026 4,868
Applications cash 2,894 3,056 8,852
Total current assets 93,253 71,473 70,400 (1)
Current liabilities (6,907) (7,809) (11,984)
Net current assets 86,346 63,664 58,416 (1)
Net assets 438,796 385,519 390,294
Share capital 883 725 773
Share premium 86,073 117,977 27,476
Special distributable reserve 251,373 161,415 266,132
Capital redemption reserve 180 167 172
Capital reserve realised (21,374) (17,618) (15,275)
Capital reserve unrealised 128,482 126,608 117,027 (1)
Revenue reserve (6,821) (3,755) (6,011) (1)
Total shareholders’ funds 438,796 385,519 390,294
Net asset value per share - basic and diluted 49.7p 53.1p 50.5p
(1) Following advice from Apollo’s auditors, BDO, the presentation and
classification of accrued loan interest was updated to be part of the fair
value of investments. This balance is therefore an amendment to the balance
presented in the 31 January 2024 accounts.
The statements were approved by the Directors and authorised for issue on 14
October 2024 and are signed on their behalf by:
Murray Steele
Chair
Company Number: 05840377
The accompanying notes are an integral part of the financial statements.
Statement of changes in equity
Share capital £’000 Share premium £’000 Special distributable reserves (1) £’000 Capital redemption reserve £’000 Capital reserve realised (1) £’000 Capital reserve unrealised £’000 Revenue reserve (1) £’000 Total £’000
As at 1 February 2024 773 27,476 266,132 172 (15,275) 117,027 (2) (6,011) (2) 390,294
Total comprehensive income for the year – – – – (5,268) 10,624 (810) 4,546
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (8) – (3,858) 8 – – – (3,858)
Issue of shares 118 62,138 – – – – – 62,256
Share issue cost – (3,541) – – – – – (3,541)
Dividends paid – – (10,901) – – – – (10,901)
Total contributions by and distributions to owners 110 58,597 (14,759) 8 – – – 43,956
Other movements:
Prior year fixed asset gains now realised – – – – (831) 831 – –
Total other movements – – – – (831) 831 – –
Balance as at 31 July 2024 883 86,073 251,373 180 (21,374) 128,482 (6,821) 438,796
(1) Reserves considered distributable to shareholders per the Companies Act.
(2 )Following advice from Apollo’s auditors, BDO, the presentation and
classification of accrued loan interest was updated to be part of the fair
value of investments. This balance is therefore an amendment to the balance
presented in the 31 January 2024 accounts.
Share capital £’000 Share premium £’000 Special distributable reserves (1) £’000 Capital redemption reserve £’000 Capital reserve realised (1) £’000 Capital reserve unrealised £’000 Revenue reserve (1) £’000 Total £’000
As at 1 February 2023 657 78,440 174,061 159 (20,136) 119,032 (2,720) 349,493
Total comprehensive income for the year – – – – (4,856) 14,950 (1,035) 9,059
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (8) – (3,907) 8 – – – (3,907)
Issue of shares 76 41,858 – – – – – 41,934
Share issue cost – (2,321) – – – – – (2,321)
Dividends paid – – (8,739) – – – – (8,739)
Total contributions by and distributions to owners 68 39,537 (12,646) 8 – – – 26,967
Other movements:
Prior year fixed asset losses now realised – – – – 7,374 (7,374) – –
Total other movements – – – – 7,374 (7,374) – –
Balance as at 31 July 2023 725 117,977 161,415 167 (17,618) 126,608 (3,755) 385,519
(1) Reserves considered distributable to shareholders per the Companies Act.
Share capital £’000 Share premium £’000 Special distributable reserves (1) £’000 Capital redemption reserve £’000 Capital reserve realised (1) £’000 Capital reserve unrealised £’000 Revenue reserve (1) £’000 Total £’000
As at 1 February 2023 657 78,440 174,061 159 (20,136) 119,032 (2,720) 349,493
Total comprehensive income for the year – – – – (6,477) 9,333 (2) (3,291) (2) (435)
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (13) – (6,743) 13 – – – (6,743)
Issue of shares 129 70,927 – – – – – 71,056
Share issue cost – (3,912) – – – – – (3,912)
Dividends paid – – (19,165) – – – – (19,165)
Total contributions by and distributions to owners 116 67,015 (25,908) 13 – – – 41,236
Other movements:
Prior year fixed asset losses now realised – – – – 11,338 (11,338) – –
Cancellation of Share Premium – (117,979) 117,979 – – – – –
Total other movements – (117,979) 117,979 – 11,338 (11,338) – –
Balance as at 31 January 2024 773 27,476 266,132 172 (15,275) 117,027 (2) (6,011) (2) 390,294
(1) Reserves considered distributable to shareholders per the Companies Act.
(2 )Following advice from Apollo’s auditors, BDO, the presentation and
classification of accrued loan interest was updated to be part of the fair
value of investments. This balance is therefore an amendment to the balance
presented in the 31 January 2024 accounts.
The accompanying notes are an integral part of the financial statements.
Cash flow statement
Unaudited six months to 31 July 2024 £’000 Unaudited six months to 31 July 2023 £’000 Audited year to 31 January 2024 £’000
Cash flows from operating activities
(Loss)/ profit before tax 4,546 9,059 (435)
Adjustments for:
Decrease/(increase) in debtors (637) (244) 4,622 (1)
(Decrease)/increase in creditors 879 (6,869) (8,490)
Loss/(gain) on disposal of fixed asset investments 1,066 (98) 876
Gain on valuation of fixed asset investments (10,685) (15,155) (9,317) (1)
(Gain)/loss on valuation of current asset investments 61 205 (17)
Transfer of accrued loan interest receivable (1) – – (1,824) (1)
Net cash utilised in operating activities (4,770) (13,102) (14,585)
Cash flows from investing activities
Purchase of fixed asset investments (22,255) (14,417) (32,975)
Proceeds on sale of fixed asset investments 11,301 14,744 18,292
Purchase of current asset investments – – (4,499)
Net cash utilised in investing activities (10,954) 327 (19,182)
Cash flows from financing activities
Movement in applications account (5,958) (6,206) (409)
Purchase of own shares (3,858) (3,907) (6,743)
Proceeds from share issues 59,754 39,838 66,543
Cost of share issues (3,541) (2,321) (3,912)
Dividends paid (net of DRIS) (8,399) (6,643) (14,653)
Net cash generated from financing activities 37,998 20,761 40,826
Increase/(decrease) in cash and cash equivalents 22,274 7,986 7,059
Opening cash and cash equivalents 61,670 54,611 54,611
Closing cash and cash equivalents 83,944 62,597 61,670
Cash and cash equivalents comprise
Cash at bank 3,708 3,026 4,868
Applications cash 2,894 3,056 8,852
Money market funds 77,342 56,515 47,950
Closing cash and cash equivalents 83,944 62,597 61,670
(1) Following advice from Apollo’s auditors, BDO, the presentation and
classification of accrued loan interest was updated to be part of the fair
value of investments. This balance is therefore an amendment to the balance
presented in the 31 January 2024 accounts.
The accompanying notes are an integral part of the financial statements.
Condensed notes to the financial statements
1. Basis of preparation
The unaudited half-yearly results which cover the six months to 31 July 2024
have been prepared in accordance with the Financial Reporting Council’s
(FRC) Financial Reporting Standard 104 Interim Financial Reporting (March
2018) and the Statement of Recommended Practice (SORP) for Investment
Companies re-issued by the Association of Investment Companies in July 2022.
2. Publication of non-statutory accounts
The unaudited half-yearly results for the six months ended 31 July 2024 do not
constitute statutory accounts within the meaning of Section 415 of the
Companies Act 2006 and have not been delivered to the Registrar of Companies.
The comparative figures for the year ended 31 January 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. This half-yearly report has not been reviewed by
the Company’s auditor.
3. Earnings per share
31 July 2024 31 July 2023 31 January 2024
Revenue Capital Total Revenue Capital Total Revenue Capital Total
(Loss)/profit attributable to ordinary shareholders (£’000) (810) 5,356 4,546 (1,035) 10,094 9,059 (3,291) 2,856 (435)
Earnings per ordinary share (p) (0.1p) 0.7p 0.6p (0.2p) 1.5p 1.3p (0.5p) 0.4p (0.1p)
The (loss)/earnings per share is based on 826,113,752 Ordinary shares (31
January 2024: 709,769,066; 31 July 2023: 675,679,749), being the weighted
average of shares in issue during the year.
There are no potentially dilutive capital instruments in issue and, as such,
the basic and diluted earnings per share are identical.
4. Net asset value per share
31 July 2024 Ordinary shares 31 July 2023 Ordinary shares 31 January 2024 Ordinary shares
Net assets (£) 438,796,000 385,519,000 390,294,000
Shares in issue 882,596,265 725,536,421 772,743,612
Net asset value per share (p) 49.7 53.1 50.5
There are no potentially dilutive capital instruments in issue and, as such,
the basic and diluted NAV per share are identical.
5. Dividends
The interim dividend of 1.3p per share will be paid on 20 December 2024 to
shareholders on the register on 6 December 2024.
6. Buybacks and allotments
During the six months to 31 July 2024, Apollo bought back 8,053,434 Ordinary
shares at a weighted average price of 47.9p per share (six months ended 31
July 2023: 7,709,237 Ordinary shares at a weighted average price of 50.7p per
share; year ended 31 January 2024: 13,332,183 Ordinary shares at a weighted
average price of 50.6p per share).
During the six months to 31 July 2024, 117,906,087 shares were issued at a
weighted average price of 49.8p per share (six months ended 31 July 2023:
76,006,405 shares at a weighted average price of 52.1p per share; year ended
31 January 2024: 128,836,542 shares at a weighted average price of 52.1p per
share).
7. Transactions with the Portfolio Manager
Octopus acts as the Portfolio Manager of Apollo. Under the management
agreement, the Manager receives a fee, payable quarterly in arrears, based on
2% of the NAV calculated daily from 31 January for the investment management
services.
Apollo has incurred management fees of £4,084,000 during the period to 31
July 2024 (31 July 2023: £3,510,000; 31 January 2024: £7,449,000). During
the period Apollo has also accrued performance fees of £1,139,000 (31 July
2023: £2,322,000; 31 January 2024: £14,000).
The Portfolio Manager also provides accounting and administration services to
Apollo, payable quarterly in arrears, for a fee of 0.3% of the NAV calculated
daily. In addition, the Portfolio Manager also provides company secretarial
services for a fee of £20,000 per annum.
8. Related party transactions
As at 31 July 2024, Octopus Investments Nominees Limited (OINL) held 315
shares (31 July 2023: 315; 31 January 2024: 315) in Apollo as beneficial
owner, having purchased these from shareholders to protect their interests
after delays or errors with shareholder instructions and other similar
administrative issues. Throughout the period to 31 July 2024 OINL purchased
nil shares (31 July 2023: 315; 31 January 2024: 315) at a cost of nil (31 July
2024: £163; 31 January 2024: £163) and sold nil shares (31 July 2023:
173,900; 31 January 2024: 173,900) for proceeds of nil (31 July 2023:
£87,993; 31 January 2024: £87,993). This is classed as a related party
transaction as per the Listing Rules, as Octopus, the Portfolio 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. Voting rights and equity management
The following table shows the percentage voting rights held by Apollo of each
of the top ten investments held in Apollo, on a fully diluted basis.
Investments % voting rights held by Apollo (1)
N2JB Limited (trading as Natterbox) 8.5%
Codebay Solutions Limited (trading as Lodgify) 15.3%
Ubisecure Holdings Limited 73.2%
Sova Assessment Limited 37.2%
Triumph Holdings Limited 52.0%
Hasgrove Limited (trading as Interact) 5.9%
Fable Data Limited 14.2%
ValueBlue BV 20.3%
Mention Me Limited 19.4%
Fuse Universal Limited 0.0%
(1 )Under VCT regulations, Apollo is unable to control more than 49.99% of
the voting rights attached to its shareholding in a portfolio company.
10. Post balance sheet events
The following events occurred between the balance sheet date and the signing
of this half-yearly report:
• a final order to cancel share premium amounting to £65.2 million was
granted on 20 September 2024; and
• on 30 September 2024, Apollo became a full scope AIF under the European
Union’s AIF Managers Directive (AIFMD) and moved under the management of
Octopus AIF Management Limited.
11. Half Yearly Report
The unaudited half-yearly report for the six months ended 31 July 2024 will
shortly be available to view on the Company’s
website octopusinvestments.com/apollo-vct/
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 enquiries, please contact:
Rachel Peat
Octopus Company Secretarial Services Limited
Tel: +44 (0)80 0316 2067
LEI: 213800Y3XEIQ18DP3O53