REG - Seraphim Space I.T. - Full Year Results
15/10/2024 07:00
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RNS Number : 1445I Seraphim Space Investment Trust PLC 15 October 2024
SERAPHIM SPACE INVESTMENT TRUST PLC
(the "Company" or "SSIT")
Full Year Results
Seraphim Space Investment Trust PLC (LSE: SSIT), the world's first listed
SpaceTech investment company, announces its results for the financial year
ended 30 June 2024.
The annual report and accounts can be found here
(https://investors.seraphim.vc/results/documents/annual-report-full-2024/) . A
summary is set out below.
Financial Summary
30 June 2024 30 June 2023
Change
NAV £228.1m £222.4m 2.6%
NAV per share(1) 96.18p 92.90p 3.5%
Portfolio valuation £201.5m £187.4m 7.5%
Fair value vs. cost(1) 104.7% 98.5% 620bp
Liquid resources £27.0m £35.3m -23.6%
Market capitalisation £129.5m £64.6m 100.4%
Share price(1) 54.6p 27.0p -102.2%
-Discount/+premium(1) -43.2% -70.9% 2,770bp
Ongoing charges(1) 1.83% 1.89% -10bp
Number of shares in issue 237.2m 239.4m -0.9%
(1) Alternative performance measure - see Alternative Performance Measures on
pages 144 and 145 of the of the annual report and accounts.
Full Year Highlights
· Portfolio valuation up £14.1m to £201.5m at 30 June 2024,
driven by additional investments, increased fair value net gains and minimal
FX gain.
· The private companies in the top 10 holdings (81.8% of the
overall portfolio fair value and 72.2% of NAV) collectively saw their revenues
increase year-on-year by an average of 71% (in Sterling) and 224% (on a fair
value weighted basis).
· 77% of the portfolio by fair value has a robust cash runway, with
60% fully funded and 17% funded for 12 months or more from 30 June 2024, based
on management projections and including raises completed post period end.
· Approximately $540m raised by the private portfolio during the
year.
· £11.0m deployed in four new portfolio companies (including the
in specie £3.8m investment into Seraphim Space Ventures II LP) and six
existing portfolio companies.
· SSIT sold its interest in nine early-stage companies to Seraphim
Space's new early stage venture fund.
· Cash balance of £27.0m at year end.
Transactions Completed During the Year
Company Segment HQ Type Cost
£m
ALL.SPACE Downlink UK Follow-on 2.8
Skylo Downlink US New investment 1.6
Xona Space Systems Platforms US Follow-on 1.0
SatVu Platforms UK Follow-on 0.2
Voyager US Follow-on 0.2
2 early-stage investments New investment 0.9
2 early-stage investments Follow-on 0.5
Seraphim Space Ventures II LP UK New investment 3.8
Total 11.0
Portfolio Key Developments
Major funding rounds
· ICEYE (20.9% of NAV): Raised oversubscribed $93m Series E round
led by Solidium.
· D-Orbit (14.5% of NAV): Raised €100m+ Series C round led by
Marubeni.
· HawkEye 360 (9.4% of NAV): Raised $68m in a Series D1 round led
by BlackRock, and $40m debt financing from Silicon Valley Bank.
· LeoLabs (5.7% of NAV): Closed $29m additional equity financing
round led by GP Bullhound.
· Xona Space Systems (2.3% of NAV): Raised $19m in Series A round
led by SSIT and Future Ventures.
· AST SpaceMobile (NASDAQ: ASTS, 1.9% of NAV): Raised over $200m
including strategic equity investments from AT&T and Google.
· Skylo (0.7% of NAV): SSIT made an initial investment in $37m
round led by Intel Capital.
Major milestones
· SatVu (4.9% of NAV): Successfully launched and commissioned its
first infrared imaging satellite.
· Tomorrow.io (1.7% of NAV): Demonstrated unprecedented accuracy of
weather data from its pathfinder satellites.
· Voyager (1.0% of NAV): Agreed to partner with Airbus, Northrup
Grumman and Mitsubishi on its Starlab space station.
· AST SpaceMobile: Signed commercial agreements with both AT&T
and Verizon to provide the company's first space-based broadband network
directly to cell phones of their subscribers.
· Spire Global (NYSE: SPIR, 1.1% of NAV): Announced collaboration
with Nvidia to further advance the company's AI-driven weather prediction
capabilities.
IPOs, M&A, exits
· Astroscale (TYO: 186A, 1.7% of NAV): Completed oversubscribed
JPY23.8bn / $153m IPO on the growth market of the Tokyo Stock Exchange.
· HawkEye 360 (9.4% of NAV): Completed the acquisition from Maxar
Intelligence of RF Solutions, a provider of secure, precise, geospatial
intelligence.
· Seraphim Space Ventures II (1.7% of NAV): SSIT sold its interest
in nine early stage companies to Seraphim Space's new early stage venture
fund.
Setbacks
· SatVu (4.9% of NAV): Experienced an issue on its first satellite
after six months of operations which led to a failure of the satellite; two
additional replacement satellites have since been ordered.
Will Whitehorn, Chair of Seraphim Space Investment Trust plc, commented:
"The year to 30 June 2024 was one of significant milestones for both SSIT's
portfolio and the space sector as a whole. The heightened role of SpaceTech in
the context of geopolitics continues to grow apace. In the last year, this has
seen countries pushing for sovereign space capabilities not just in orbit, but
increasingly on the moon too. With the commercial sector playing an
ever-greater role in delivering these capabilities to nation states, many of
SSIT's portfolio companies are well aligned with servicing the growing demand
from government customers. This has enabled 17 existing portfolio companies
(12 of which are private and five of which are publicly traded) to raise
c.$900m in additional funding (including further closes on previous rounds)
between them during the year, ensuring that the portfolio is well capitalised
to continue its positive trajectory.
The Company has both boosted its available liquidity and reduced the number of
holdings that could require additional capital through the combination of the
disposal of nine early stage holdings and the IPO of portfolio company
Astroscale. With six portfolio companies, representing 60% of the portfolio by
fair value, now indicating they are fully funded, the Company's reserves are
expected to be sufficient to continue to meet the needs of the portfolio
during the year ahead whilst enabling the Investment Manager to continue to
seek exceptional new potential additions to the portfolio."
Mark Boggett, Chief Executive Officer, Seraphim Space Manager LLP, said:
"Once again, the portfolio has defied the difficulties of the wider
macroeconomic climate by collectively managing to raise c.$900m from both the
private and public capital markets over the course of the year. This is a
testimony to the portfolio's enduring attractiveness to both other existing
investors and new investors that such substantial levels of capital raising
were achieved.
Besides these high levels of fundraising activity, the underlying performance
of the portfolio was also encouraging. Buoyed by increasing demand from
government customers, the private companies within the top 10 holdings (which
together constitute 81.8% of the portfolio fair value and 72.2% of NAV)
collectively saw their revenues increase year-on-year by an average of 71% (in
Sterling) and 224% (on a fair value weighted basis).
On the back of such growing revenues and recent fundraising activity, we are
pleased to see that the portfolio is largely well capitalised, with some of
the Company's largest, more developed holdings now projecting that they have
sufficient cash to reach profitability. Taken together with the increased
potential liquidity represented by the listed portfolio, this strengthens our
view that SSIT will continue to have adequate resources to support the needs
of the portfolio as required over the year ahead."
Analyst and Investor Presentations
There will be a webinar for equity analysts at 09:00 (UK time) today and an
online presentation for retail investors at 11:00 (UK time) today. To register
for either event, please contact SEC Newgate by email at
seraphim@secnewgate.co.uk.
Both presentations will be hosted by the Chair Will Whitehorn and Seraphim
Space Manager LLP's CEO Mark Boggett, CIO James Bruegger and COO Sarah
Shackleton.
- Ends -
Media Enquiries
Seraphim Space Manager LLP (via SEC Newgate)
Mark Boggett, CEO / James Bruegger, CIO / Rob Desborough
SEC Newgate (Communications advisers) seraphim@secnewgate.co.uk (mailto:seraphim@secnewgate.co.uk)
Clotilde Gros / George Esmond / Harry Handyside +44 (0) 20 3757 6767
Deutsche Numis
David Benda / Mark Hankinson / Gavin Deane / Neil Coleman +44 (0) 20 7545 8000
J.P. Morgan Cazenove
William Simmonds / Jérémie Birnbaum / Rupert Budge +44 (0) 20 7742 4000
Ocorian Administration (UK) Limited seraphimteam@ocorian.com
Lorna Zimny +44 (0) 28 9078 5880
Notes to Editors
About Seraphim Space Investment Trust plc
Seraphim Space Investment Trust plc (the "Company") is the world's first
listed fund focused on SpaceTech. The Company seeks exposure predominantly to
early and growth stage private financed SpaceTech businesses that have the
potential to dominate globally and that are sector leaders with first mover
advantages in areas such as climate, communications, mobility and cyber
security.
The Company is listed on the Premium Segment of the London Stock Exchange.
Further information is available at: https://investors.seraphim.vc
(https://investors.seraphim.vc/) .
About Seraphim Space Manager LLP
Seraphim Space Manager LLP ("Seraphim Space" or the "Manager") is based in the
UK and manages Seraphim Space Investment Trust plc.
Further information is available at www.seraphim.vc (http://www.seraphim.vc/)
.
Investment Manager
The Company is managed by Seraphim Space Manager LLP (the 'Investment Manager'
or 'Seraphim Space'), the world's most prolific SpaceTech investment group.
The Investment Manager's team consists of seasoned venture capitalists and
some of the space sector's most successful entrepreneurs who scaled their
businesses to multi-billion Dollar outcomes.
The Investment Manager has supported more than 130 SpaceTech companies across
its fund management and accelerator activities since 2016 and has a proven
track record of delivering value.
Positioned at the heart of the global SpaceTech ecosystem, the Investment
Manager has a differentiated model, using information asymmetry generated from
its global deal flow, partnerships with leading industry players and primary
research to back the most notable emerging SpaceTech companies shaping a new
industrial revolution.
The Investment Manager is a signatory to the UN Principles for Responsible
Investment ('UN PRI'). Its first UN PRI report was filed in 2024.
Key Highlights
As at 30 June 2024
Key Performance Indicators
For the year ended 30 June 2024
NAV per share movement(1) Share price movement(1)
3.5% 102.2%
(Prior year: -7.1%) (Prior year: -49.1%)
Discount (as at 30 June 2024)(1) Ongoing charges(1)
-43.2% 1.83%
(30 June 2023: -70.9%) (Prior year: 1.89%)
Fair value vs. cost (as at 30 June 2024)(1)
104.7%
(30 June 2023: 98.5%)
Financial Summary
30 June 2024 30 June 2023
Change
NAV £228.1m £222.4m 2.6%
NAV per share(1) 96.18p 92.90p 3.5%
Portfolio valuation £201.5m £187.4m 7.5%
Fair value vs. cost(1) 104.7% 98.5% 620bp
Liquid resources £27.0m £35.3m -23.6%
Market capitalisation £129.5m £64.6m 100.4%
Share price(1) 54.6p 27.0p 102.2%
-Discount/+premium(1) -43.2% -70.9% 2,770bp
Ongoing charges(1) 1.83% 1.89% -6bp
Number of shares in issue 237.2m 239.4m -0.9%
(1) Alternative performance measure - see Alternative Performance Measures
below.
Portfolio Snapshot
As at 30 June 2024
Fair value Top 10 investments
£201.5m
as % of fair value
84.0%
(30 June 2023: £187.4m)
(30 June 2023: 85.7%)
Private portfolio Listed portfolio
fair value vs. cost
fair value vs. cost
126.8% 26.7%
(30 June 2023: 119.2%) (30 June 2023: 13.0%)
Money raised by private Percentage of portfolio by fair value that is fully funded(1)
portfolio companies(1,2)
>$540m 60.0%
(30 June 2023: >$360m) (30 June 2023: 2.1%)
Number of private portfolio companies that are fully funded or have 12 months Average cash runway of private portfolio that is not fully funded from 30 June
or more of cash runway(1) 2024(1,3)
14 months
14
(30 June 2023(3): 20 months)
(30 June 2023: 20)
(1) Source: Portfolio company data and management projections.
(2) Between 1 July 2023 and 30 June 2024.
(3) Fair value weighted average (as defined in the Glossary below.) number of
months of cash runway from 30 June 2024 for the private portfolio companies
that are not fully funded, representing 33% of the portfolio fair value,
taking into account cash as at year end and any fundraising raised post year
end (30 June 2023: 97% of the portfolio fair value was not fully funded).
Portfolio Key Developments
1. Major funding rounds
· ICEYE: Raised oversubscribed $93m Series E round led by Solidium
· D-Orbit: Raised €100m+ Series C round led by Marubeni
· HawkEye 360: Raised $68m Series D1 round led by BlackRock, and $40m
debt financing from Silicon Valley Bank
· LeoLabs: Closed $29m additional equity financing round led by GP
Bullhound
· Xona Space Systems: Raised $19m Series A round led by SSIT and Future
Ventures
· AST SpaceMobile: Raised over $200m including strategic equity
investments from AT&T and Google
· Skylo: SSIT made an initial investment in $37m round led by Intel
Capital
2. Major milestones
· SatVu: Successfully launched and commissioned its first infrared
imaging satellite
· Tomorrow.io: Demonstrated unprecedented accuracy of weather data from
its pathfinder satellites
· Voyager: Agreed to partner with Airbus, Northrup Grumman and
Mitsubishi on its Starlab space station
· AST SpaceMobile: Signed commercial agreements with both AT&T and
Verizon to provide the company's first space-based broadband network direct to
cell phones of their subscribers
· Spire Global: Announced collaboration with Nvidia to further advance
the company's AI-driven weather prediction capabilities
3. IPOs, M&A, Exits
· Astroscale: Completed oversubscribed JPY23.8bn / $153m IPO on the
growth market of the Tokyo Stock Exchange
· HawkEye 360: Completed the acquisition from Maxar Intelligence of RF
Solutions, a provider of secure, precise, geospatial intelligence
· Seraphim Space Ventures II: SSIT sold its interest in nine early
stage companies to Seraphim Space's new early stage venture fund
4. Setbacks
· SatVu: Experienced an issue on its first satellite after six months
of operations which led to a failure of the satellite; two additional
replacement satellites have since been ordered
Sector Highlights
The space sector continued to exhibit robust growth and resilience through a
number of new capabilities demonstrated. SpaceTech's central role in
geopolitics continued to be reinforced, with countries across the world racing
to claim their stake in space.
Jul 23: Space Foundation reports that global space economy has reached $546bn
link (https://www.spacefoundation.org/2023/07/25/the-space-report-2023-q2/)
Aug 23: India's Chandrayaan-3 spacecraft lands near the lunar south pole,
making India the fourth country to successfully land on the moon
Sep 23: AST SpaceMobile demonstrates world's first space-based 5G cellular
broadband connection to an unmodified smartphone on earth
Sep 23: Eutelsat completes $3.4bn OneWeb merger, creating a multi-orbit
connectivity powerhouse
Oct 23: Federal Communications Commission issues the first-ever space debris
fine to DISH for failing to properly de-orbit a satellite
Oct 23: Amazon launches first prototype satellites from its planned
constellation of more than 3,000 satellites
Jan 24: Japanese Space Agency (JAXA) smart lander successfully lands on the
moon, making Japan the fifth country to land on the moon
Jan 24: SpaceX demonstrates its direct to cell technology sending its first
text messages from space using its Starlink satellites
Feb 24: Varda Space successfully returned its first capsule from space
containing pharmaceutical materials processed in low earth orbit
Feb 24: Intuitive Machines becomes first commercial operator to land on the
moon
Mar 24: SpaceX launch: Starship rocket launches on third test flight and
declared it a success
Apr 24: China announces plans to launch mega constellations of small
satellites
Apr 24: World Economic Forum predicts that the space sector will reach $1.8tn
by 2035 link
(chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https%3A/www3.weforum.org/docs/WEF_Space_2024.pdf)
Jun 24: China's Chang'e 6 space probe returns the world's first samples from
the far side of the moon
Jun 24: Boeing Starliner has troubled first mission delivering
astronauts to the ISS
Chair's Statement
"The year to 30 June 2024 was one of significant milestones for both SSIT's
portfolio and the space sector as a whole. The heightened role of SpaceTech in
the context of geopolitics continues to grow apace. In the last year, this has
seen countries pushing for sovereign space capabilities not just in orbit, but
increasingly on the moon too. With the commercial sector playing an
ever-greater role in delivering these capabilities to nation states, many of
SSIT's portfolio companies are well aligned with servicing the growing demand
from government customers. This has enabled 17 existing portfolio companies
(12 of which are private and five of which are publicly traded) to raise
c.$900m in additional funding (including further closes on previous rounds)
between them during the year, ensuring that the portfolio is well capitalised
to continue its positive trajectory.
The Company has both boosted its available liquidity and reduced the number of
holdings that could require additional capital through the combination of the
disposal of nine early stage holdings and the IPO of portfolio company
Astroscale. With six portfolio companies, representing 60% of the portfolio by
fair value, now indicating they are fully funded, the Company's reserves are
expected to be sufficient to continue to meet the needs of the portfolio
during the year ahead whilst enabling the Investment Manager to continue to
seek exceptional new potential additions to the portfolio."
Will Whitehorn
Chair
I am pleased to present the third Annual Report of Seraphim Space Investment
Trust PLC for the year ended 30 June 2024.
I would like to thank all shareholders for their ongoing support, despite the
continuing macroeconomic and geopolitical challenges.
Progress in the Year
During the year, the Company invested £11.0m in four new portfolio companies
(including the in specie £3.8m investment into Seraphim Space Ventures II LP)
and six existing portfolio companies, leading to a portfolio of 25 active
SpaceTech companies valued at £201.5m at 30 June 2024 (2023: 30 active
companies, £187.4m). In addition, the Company had £27.0m (2023: £35.3m) of
cash reserves at the year end.
As outlined in my reports for previous periods, the Company continues to
reserve cash to support existing portfolio companies whilst continuing to
actively seek to invest modest amounts in new target companies. As explained
in the Investment Manager's Report, overall, the portfolio continues to be
well capitalised, with a number of management teams of portfolio companies
believing their companies are already fully funded and/or expected to be
EBITDA positive in the near term. A detailed review of the performance of the
portfolio companies can also be found in the Investment Manager's Report.
NAV
Net asset year-over-year growth of 2.6%, from £222.4m to £228.1m at 30 June
2024 was driven by an increase in the fair value of the portfolio, which was
partially offset by running costs and buying back shares. The NAV per share
increased by 3.5%, from 92.90p to 96.18p at the year end, driven by the fair
value increase and the impact of the share buy-backs.
The private companies in the portfolio continue to account for the majority of
the portfolio (80.0% by number of portfolio companies and 94.4% by fair
value). The fair value of the private portfolio (excluding Astroscale which
listed during the year) increased 10.0% over the year, reaching 126.8% vs.
cost (126.7% excluding FX impact) at the year end.
The listed element of the portfolio remained depressed (26.7% fair value vs.
cost), although it improved through the year with notable price increases seen
at AST SpaceMobile and Spire Global, and the inclusion of Astroscale which
listed on the Tokyo Stock Exchange in June 2024.
There was minimal impact from foreign exchange variations (+£0.1m, +0.05p per
share) in the year.
Share Price
The Company's share price showed significant positive momentum during the
year, reaching 54.6p on 30 June 2024, an increase of 102.2% from 27.0p at 30
June 2023. However, the share price remained depressed, at a discount of 43.2%
vs. the NAV per share at the year end, due to the general global macroeconomic
and geopolitical environment and the volatility experienced by growth and
smaller technology stocks and alternative investment vehicles.
As explained previously, given the discrepancy of performance between NAV and
share price, the Board announced a share repurchase programme on 13 July 2023.
During the year, the Company bought back a total of 2,186,344 shares (0.9% of
the shares in issue on 30 June 2023) at an aggregate cost of £1.0m,
increasing the NAV per share by 0.44p. The shares bought back are being held
in treasury.
Capital Allocation Policy
Each year, the Company seeks shareholder approval at the AGM to have the
ability to repurchase shares. Similar to its peers in the market, the Company
continues to trade at a substantial discount to NAV. While a buy-back of
shares is usually in the interests of all shareholders as it helps to
stabilise the share price, and, when trading at a substantial discount to NAV,
it also increases NAV per share, it also reduces the liquid resources of the
Company. This results in the capital that has been used for buy-backs no
longer being available for investments.
The Board regularly considers multiple factors to determine the best use of
the Company's capital, including the positive impact on NAV per share from
buy-backs, the opportunity cost of using capital for buy-backs, potential
returns from investments and the need to support portfolio companies through
follow-on investment.
Earnings and Dividend
The Company made a gain after tax of £6.7m for the year, equal to 2.83p per
share, made up of a revenue loss after tax of £3.7m, equal to (1.57)p per
share, and a capital gain after tax of £10.5m, equal to 4.40p per share.
Due to the nature of the Company's investments and its focus on achieving
capital growth over the long term, we do not anticipate recommending payment
of a dividend in the foreseeable future.
Responsible Investment
During the year, the Investment Manager continued to use its proprietary due
diligence tool in order to assess sustainability opportunities and ESG risks
associated with each potential investment, as well as annually monitoring
existing investments. In addition, the Investment Manager filed its first UN
PRI report and completed its first carbon footprint assessment, achieving
carbon neutrality for the year ended 31 March 2024 by retiring 268 tCO(2)e in
accordance with the One Carbon World Carbon Neutral International Standard.
Please refer to the Responsible Investment section below for more details.
Availability of Annual Reports
In the interests of the environment and for ease of access, Annual Reports are
available on the Company's website and can be viewed and downloaded at
https://investors.seraphim.vc/ (https://investors.seraphim.vc/) . Copies of
Annual Reports will only be available on request.
Annual General Meeting
The AGM of the Company will be held at 11.00 a.m. on 26 November 2024 at
Seraphim Space's offices, 1 Fleet Place, London, EC4M 7WS (GPS postcode EC4M
7RA). The AGM will include a presentation from the Investment Manager (a video
of the presentation will be added to the website as soon as practicable after
the AGM). Details of the resolutions to be proposed at the AGM, together with
explanations, will be included in the notice of meeting to be distributed to
shareholders on 21 October 2024. As a matter of good practice, all resolutions
will be conducted on a poll and the results will be announced to the market as
soon as possible after the AGM.
The Directors and representatives of the Investment Manager will be available
at the AGM (either in person or via video conference) to answer shareholder
questions. We do recognise that some shareholders may be unable to come to the
AGM and, if you have any questions about the Annual Report, the investment
portfolio or any other matter relevant to the Company, please write to us via
email at seraphimteam@ocorian.com (mailto:seraphimteam@ocorian.com) or by post
to The Company Secretary, Seraphim Space Investment Trust PLC, 5(th) Floor, 20
Fenchurch Street, London, EC3M 3BY. If you are unable to attend the AGM, I
urge you to submit your proxy votes in good time for the meeting, following
the instructions on the proxy form. If you vote against any of the
resolutions, we would be interested to hear from you so that we can understand
the reasons behind any objections.
Events After the Year End
Post period, there has also been a further significant increase in AST
SpaceMobile's share price which increased from $11.61 to $24.18 on 11 October
2024, resulting in a £4.7m increase in the fair value of the Company's
investment. Fluctuations in the share price of other listed holdings post
period, alongside a partial sell down of the Company's holding in Astroscale,
means that the overall fair value of the Company's listed holdings stood at
£12.5m as at 11 October 2024, up from £11.4m at 30 June 2024.
Outlook
We envisage that recent favourable market trends will continue to benefit the
portfolio. In particular, we anticipate that governments will continue to
accelerate their engagement with emerging SpaceTech companies that are now the
driving force of innovation within the space sector. Likewise, we expect to
see increased adoption of SpaceTech by a wide array of terrestrial sectors,
with the ongoing convergence of satcoms and telecoms one particular area
primed for such growth.
As concerns about inflation and high interest rates start to abate, we
anticipate further improvements in investor sentiment towards
growth-orientated investment opportunities. We are optimistic that this will
benefit both SSIT itself and the portfolio as a whole.
Given the Company's current cash reserves, we expect the majority of
investment activity will remain focused on supporting those existing portfolio
companies we have the greatest conviction in, whilst continuing to seek out
exceptional new potential investments that may offer our investors exposure to
new facets of the burgeoning space market.
Will Whitehorn
Chair
14 October 2024
Investment Manager's Report
"Once again, the portfolio has defied the difficulties of the wider
macroeconomic climate by collectively managing to raise c.$900m from both the
private and public capital markets over the course of the year. This is a
testimony to the portfolio's enduring attractiveness to both other existing
investors and new investors that such substantial levels of capital raising
were achieved.
Besides these high levels of fundraising activity, the underlying performance
of the portfolio was also encouraging. Buoyed by increasing demand from
government customers, the private companies within the top 10 holdings (which
together constitute 81.8% of the portfolio fair value and 72.2% of NAV)
collectively saw their revenues increase year-on-year by an average of 71% (in
Sterling) and 224% (on a fair value weighted basis 1 (#_ftn1) ).
On the back of such growing revenues and recent fundraising activity, we are
pleased to see that the portfolio is largely well capitalised, with some of
the Company's largest, more developed holdings now projecting that they have
sufficient cash to reach profitability. Taken together with the increased
potential liquidity represented by the listed portfolio, this strengthens our
view that SSIT will continue to have adequate resources to support the needs
of the portfolio as required over the year ahead."
Mark Boggett
CEO, Seraphim Space Manager LLP
Overview
The first half of FY23/24 saw a continuation of our strategy implemented in
the previous year as a continued reaction to the global macroeconomic
backdrop. This strategy was focussed on dealing with the uncertainty in the
wider market, by both protecting and growing existing portfolio value and,
very selectively, making investments, both new and follow-ons. Over the course
of the second half of FY23/24, we saw some level of recovery in the market,
but continued to maintain our strategic focus.
We are happy to report that 17 of the companies in the portfolio at the start
of the year successfully raised additional funding over the course of the
year, raising c.$900m in aggregate. It is notable that the vast majority of
new funding rounds were led by new investors joining the existing syndicates.
Importantly, and a testament to the maturing of the portfolio, the management
teams of six of our portfolio companies, representing 60% of the fair value of
the portfolio, believe their companies are fully funded based on their latest
projections. In a similar vein, management teams representing a majority of
the fair value of the portfolio expect their companies to be EBITDA profitable
in either 2024 or 2025.
Over the course of the year, we participated in select funding rounds across
our existing portfolio, most notably as a co-lead of Xona Space Systems'
Series A round.
We also saw portfolio company Astroscale, successfully going public on the
Tokyo Stock Exchange in June 2024. In line with our focus to maximise NAV by
optimising liquidity requirements and portfolio value, we sold down 40% of our
holding in Astroscale for £3.6m prior to the year end.
Lastly, SSIT made a new $2m investment in US-based satellite communications
company Skylo. We believe the investment represents an exceptional opportunity
and we are happy to report that the company has since entered into commercial
agreements as a satellite communications partner with both Google and Verizon.
Market overview
· SpaceTech is proving to be highly resilient in an uncertain economic
environment driven by increasing interest in defence, global security and
climate change mitigation.
· Record numbers of early stage deals and a recovery in the amount of
sizeable growth stage deals indicates the continued attraction of SpaceTech to
investors worldwide.
· As shown by the chart in the annual report, SpaceTech venture capital
('VC') investment over the last 12-month ('LTM') period to 30 June 2024 showed
a strong recovery. Investment was up by 66% against the previous 12-month
period. In contrast, the general VC market faced a 10% contraction over the
same time period.
· Despite a decline in the number of deals completed within the general
VC market, SpaceTech continues to see an ever-increasing number of
investment-worthy startups being founded and funded.
· The number of SpaceTech deals continues to rise to new heights. An
all-time record of 174 SpaceTech deals were completed in Q2 CY24, with a total
of 528 completed over the LTM period to 30 June 2024.
Investment Activity
Year ended 30 June 2024
Acquisitions
Company Segment HQ Type Cost
£m
ALL.SPACE Downlink UK Follow-on 2.8
Skylo Downlink US New investment 1.6
Xona Space Systems Platform US Follow-on 1.0
SatVu Platform UK Follow-on 0.2
Voyager Beyond Earth US Follow-on 0.2
2 early stage investments New investment 0.9
2 early stage investments Follow-on 0.5
Seraphim Space Ventures II LP UK New investment 3.8
Total 11.0
In July 2023, the Company completed a $3.5m (£2.8m) follow-on investment into
ALL.SPACE's Series C round, alongside a number of existing and new investors.
With this funding, ALL.SPACE plans to invest in the remaining development to
get its first production model into market and grow its sales efforts.
In April 2024, the Company completed a £250k follow-on investment into
SatVu's Series A extension round, alongside existing investors. This funding
takes the business through the build and launch of its next two production
satellites.
Also in April 2024, SSIT acquired a £3.8m interest in Seraphim Space Ventures
II LP (the 'Venture Fund'), a new private venture capital vehicle managed by
Seraphim Space, pursuant to the sale of the portfolio of early stage companies
referred to under 'Disposals'. SSIT will make no further commitments to the
Venture Fund.
In May 2024, the Company completed a $1.25m (£1.0m) follow-on investment into
Xona Space Systems' $19m Series A round, alongside a number of existing and
new investors. With this funding, Xona Space plans to launch its first
production satellite, as well as progress its development on various
government contracts.
In May 2024, the Company completed a $222k (£173k) follow-on investment into
Voyager.
Details of the new investment in Skylo, made in December 2023, are included in
the case study below.
Disposals
In the year, the Company received £7.3m in proceeds from disposals.
Astroscale went public on the Tokyo Stock Exchange on 5 June 2024. The IPO was
oversubscribed at a subscription price of JPY850 per share and backed by both
institutional and retail investors. Following the IPO and within the reporting
period SSIT sold 530,000 of its shares in the company, equivalent to 40% of
its holding, for £3.5m. This is equivalent to 94% of the original cost of
investment of those shares that were sold.
In April 2024, the Company announced the sale of nine early stage portfolio
companies (the 'Early Stage Portfolio') to the Venture Fund for a total
consideration of £3.8m, settled through the issuance of an interest for the
Company in the Venture Fund. This strategic transaction had the dual benefit
of enabling the Company to concentrate its resources on its more mature
assets, whilst also building a larger pipeline for future growth round
investments via the Venture Fund's wider portfolio of early stage SpaceTech
companies.
New investment case study: Skylo
Investment thesis Skylo is a non-terrestrial network operator enabling existing GEO and future
LEO satcoms operators to seamlessly connect with any smartphone and IoT
endpoint globally.
Its technology will help unlock the potential of direct to device connectivity
from space, closing the gap between the satcoms and terrestrial telecoms
markets.
Round Series A+
SSIT investment / round size $2m / $37m
Co-investors Intel Capital, Innovation Endeavors, BMW iVentures, Samsung Catalyst, Next 47,
Softbank
Problem Outside of terrestrial mobile networks there are large connectivity gaps that
cannot economically be covered by cell towers, yet, in an ever more
interconnected world, customers require 'always on' solutions.
Solution Skylo, through its virtual radio access network, seamlessly integrates
GEO-based and, in the future, LEO-based non-terrestrial networks ('NTNs') into
the terrestrial mobile ecosystem.
This allows any mobile and IoT device with an industry standard 3GPP Release
17-compliant chipset to connect to the NTN. The customer's device simply roams
onto the NTN when outside of areas of terrestrial coverage.
Market We expect the combined market potential for messaging and IoT to be in the
$billions. Expanding the service into voice and data would increase the
opportunity by an order of magnitude.
Latest news · Tami Erwin, former CEO of Verizon Business, joined the company's
board in March 2024.
· In August 2024, Google chose Skylo as exclusive partner to
provide satellite connectivity to its new flagship Google Pixel 9 mobile phone
to provide SOS services.
· In August 2024, Verizon, the largest mobile network operator in
the US, partnered with Skylo to provide satellite-based emergency services to
its customers starting in 2024, and satellite-based text messaging from 2025.
Portfolio Performance
Year ended 30 June 2024
Holdings
30 June 2024
30 June 2023
Company Sub-sector HQ Cost(1) Fair value(1) % of NAV Fair value(1)
£m
£m
£m
ICEYE Earth Observation Finland 39.6 47.8 20.9% 45.5
D-Orbit In-orbit Services Italy 11.6 33.1 14.5% 21.5
ALL.SPACE Ground Terminals UK 22.2 24.1 10.6% 21.2
HawkEye 360 Earth Observation US 18.7 21.5 9.4% 20.6
LeoLabs Data Platforms US 11.7 12.9 5.7% 12.4
SatVu Earth Observation UK 7.0 11.2 4.9% 14.7
Xona Space Systems Navigation US 5.4 5.3 2.3% 3.7
PlanetWatchers Data Analytics UK 5.6 4.8 2.1% 4.8
AST SpaceMobile Satcoms US 4.4 4.4 1.9% 1.6
Tomorrow.io Data Platforms US 4.2 4.0 1.7% 3.9
Top 10 investments 130.4 169.1 74.1% 149.9
Other investments(2) (12) 58.6 28.7 12.6% 32.9
Non-material investments(2) (5) 3.5 1.6% 4.6
3.7
Total investments 192.5 88.3% 187.4
201.5
Net current assets 26.6 11.7% 35.0
Total assets 228.1 100.0% 222.4
(1) Includes the cost of new and follow-on investments and disposals, where
relevant, made since 30 June 2023 of £2.2m in aggregate.
(2) Prior year includes assets fully or partially disposed of during the year
to 30 June 2024.
Private portfolio
· The private portfolio, which comprises the main part of the
Company's investments representing 94.4% of fair value and 83.3% of NAV,
performed solidly, with its fair value closing the year at 126.8% vs. cost
(126.7% excluding FX gains).
· In aggregate, the fair value of the private portfolio (excluding
Astroscale which went public during the year) increased 10.0% over the year.
· The private holdings continued to deliver on milestones and a
number have seen substantial revenue growth leading to their management teams
expecting them to become EBITDA profitable during 2024 or 2025.
· Over the year, there were significant increases in the fair
values of D-Orbit (fair value vs. cost: 285%), driven by a funding round which
closed earlier in the year, and ICEYE (fair value vs. cost: 121%), driven by a
higher premium being applied to the price of its last round than the previous
year due to continued strong performance.
· These gains more than offset fair value reductions experienced by
other private portfolio companies. Fair value reductions in the private
portfolio included SatVu (fair value vs. cost: 160%), due to the setback from
its failed satellite as explained below, and Altitude Angel (fair value vs.
cost: 98%), due to underperformance.
Listed portfolio
· As explained in previous periods, public companies which listed
via SPAC transactions suffered significant share price falls in 2022 and 2023.
· During the year, there was positive movement in the fair value of
the Company's listed holdings (excluding Astroscale which listed during the
year), in aggregate reaching £7.5m, up 56.3% from 30 June 2023.
· The listed portfolio including Astroscale (20.0% of the portfolio
by number of companies) represented just 5.0% of NAV and 5.6% of portfolio
fair value at the end of the year (fair value vs. cost: 26.7%).
· AST SpaceMobile (NASDAQ: ASTS; fair value vs. cost: 99%) and
Spire Global (NYSE: SPIR; fair value vs. cost: 25%) have both delivered well
commercially over the last year, and both experienced material share price
increases in the year.
· Arqit (NASDAQ: ARQQ; fair value vs. cost: 3%) continues to
experience share price declines, with a further £1.5m reduction in fair value
during the year. Following the end of the period, a new CEO has been
appointed.
Portfolio fundraising activity
· In aggregate, c.$900m was raised by new and existing portfolio
companies during the year, including additional closes on rounds closed in the
prior year, with over $540m raised by privately held portfolio companies and
over $350m by public portfolio companies.
· Of the 10 existing privately-held portfolio companies that raised
new rounds in the year:
o 80% were led by or had significant participation from external investors
demonstrating the attractiveness of those companies to new investors;
o 40% of these companies raised up rounds and 20% raised flat round or
unpriced rounds, which is a testament to the strong performance of these
companies; and
o 40% of these companies closed funding rounds at reduced valuations
relative to their previous round.
Portfolio cash runway
· The Company is satisfied with the cash position of the portfolio
companies in aggregate and the success of the portfolio in accessing funding
during the past year.
· 77% of the portfolio by fair value has a robust cash runway, with
60% fully funded based on latest projections from the companies' management
teams (up from 2% at the prior year end) and 17% funded for 12 months or more
from 30 June 2024, including raises completed post period end.
· The management teams of six companies (five of which are top 10
holdings) are projecting that the companies are fully funded.
· Five companies representing 16% of the fair value of the
portfolio have less than 12 months of cash runway. These companies are
reducing cash burn, increasing their focus on government business development
and grants to increase revenues and reducing costs to extend their cash
runways (from 30 June 2024). The companies are actively fundraising, with
several having closed new funding rounds post period, and, where appropriate,
sale processes are under consideration.
· We note that it is not atypical for venture capital backed
companies to have less than 12 months cash runway. Most companies typically
raise on c.18-month cycles. To date, our portfolio companies that have
required additional financing to extend their cash runways have been able to
raise the necessary funding.
· Excluding the fully funded companies, the remainder of the
private portfolio has a fair value weighted average cash runway of 14 months
(from 30 June 2024). While this is lower than the 20-month average at the
prior year end, only 2% of the portfolio was fully funded then vs. 60% as at
30 June 2024 based on portfolio company management projections.
Valuation policy
Overview
In respect of private company valuations, fair value is established by using
recognised valuation methodologies, in accordance with the International
Private Equity and Venture Capital Valuation ('IPEV') Guidelines. The Company
has a valuation policy for unquoted securities to provide an objective,
consistent and transparent basis for estimating their fair value in accordance
with IFRS as well as the IPEV Guidelines. The unquoted securities valuation
policy and the associated valuation procedures are subject to review on a
regular basis, and updated, as appropriate, in line with industry best
practice.
In summary, the Company determines fair value in accordance with the IPEV
Guidelines by focusing on updating the enterprise value (either through there
being a new funding round or through a valuation recalibration exercise or
adjustment for milestones) and then applying the implied equity value (based
on adjustments for new debt, etc) to the company's capital structure (i.e.
preference stack). In the event of commercial (or technical) underperformance
of a portfolio company, a write down can then also be applied, typically in
increments of 25%, to reduce fair value.
Quarterly valuation process
All valuations are considered on a quarterly basis and calibrated against the
price of the last funding round to ensure this price remains reasonable.
Recalibration event
In addition, for the material portfolio companies (a) whose last funding
rounds took place more than 12 months earlier or (b) which had experienced a
significant milestone event or material under or overperformance (each a
'recalibration event'), the Company undertakes a recalibration across a
greater number of datapoints. This process entails assessing the enterprise
value following the most recent round against a composite of four elements:
observable market data (where possible), recent relevant private investment
transactions, public market valuations of comparable companies and the
company's internal metrics and performance. This exercise further strengthens
the valuation process with the goal of preserving shareholder confidence in
the NAV during volatile market conditions and will be conducted when a
recalibration event occurs and every quarter thereafter until a new priced
funding round is completed.
Portfolio fair value
Portfolio valuation methodologies
As outlined in the charts in the annual report, all but three portfolio
companies representing 82.6% of the portfolio by fair value are valued using
either available market price or an enterprise value ('EV') that has been
recalibrated in the last six months using the extended process associated with
a recalibration event as explained under 'Valuation Policy' above.
Listed share price performance
Over the last 12 months, there has been some recovery in the public markets,
but continued share price declines for SPACs on average as shown by the table
below. Space SPACs have also underperformed the overall market, continuing to
show greater declines in their share prices on average than that seen by all
SPACs. Thanks to strong share price accretion at AST SpaceMobile and Spire
Global over the year, the average share price performance of Arqit, AST
SpaceMobile and Spire Global in the SSIT portfolio outperformed the market
with 70% share price accretion on average.
Summary of SPAC share price performance 1 July 2023 to 30 June 2024
All SPACs (average) (31.6)%
Space/SpaceTech SPACs (average) (37.3)%
SSIT listed (average) 70.4%
Arqit (98.9)%
AST SpaceMobile 147.0%
Spire Global 163.1%
Source: Factset; Seraphim Space analysis
Quarterly valuation changes in the three months ended 30 June 2024
· During the quarter ended 30 June 2024, the portfolio fair value
increased by £0.7m, increasing fair value to 104.7% vs. cost (105.2%
excluding FX losses).
· £1.0m in unrealised FX losses, disposals of £7.3m and a £1.4m
realised fair value loss were offset by an unrealised fair value increase of
£5.2m and additions of £5.3m.
· Fair value increases during the quarter at AST SpaceMobile, ICEYE
and Astroscale were largely offset by fair value adjustments at Xona Space
Systems.
· AST SpaceMobile moved into the top 10 holdings in the quarter
ended 30 June 2024.
Performance of the Company
Year ended 30 June 2024
Portfolio Attribution
· £6.3m in new investments and £4.7m of follow-ons more than
offset £7.3m in proceeds from disposals in the year.
· Increase in unrealised fair value of £11.8m and minimal FX gain
more than offset £1.4m of realised fair value loss during the year.
· £201.5m fair value of portfolio at the end of the year.
· 610bps increase in closing portfolio fair value vs. portfolio
cost, including FX movements.
NAV
· NAV increased 2.6% over the year to £228.1m (30 June 2023:
£222.4m).
· The portfolio fair value (including FX movements) increased by
£14.1m over the year.
· 2.2m shares were bought back during the year at an aggregate cost
of £1.0m.
· The NAV per share increased from 92.90p to 96.18p over the year.
· £27.0m liquid resources (11.8% of NAV) at 30 June 2024 (30 June
2023: £35.3m).
The Company is targeting an annualised total return on the Company's portfolio
of at least 20% over the long term. The Company has no formal benchmark index
but has tracked its NAV per share and share price movements against the
following the indices for reference.
· MSCI World Aerospace and Defense Index (£) - a significant
proportion of portfolio companies' revenues are derived from the broader
aerospace and defence industry and/or have governments as significant
customers.
· MSCI World Climate Change Index (£) - a significant proportion
of portfolio companies' revenues are derived from climate change products and
services.
· FTSE All-Share Index (£) - the Company is listed on the London
Stock Exchange.
· NASDAQ (£) - the Company invests in SpaceTech, a subset of the
broader technology market, and two of its listed holdings are listed on
NASDAQ.
· Dow Jones Global Technology Index (£) - the Company invests
globally in SpaceTech, a subset of the broader technology market.
· S&P Kensho Space Index (£) - the Company invests globally in
SpaceTech, a subset of the broader space sector.
· Goldman Sachs Future Tech Leaders Equity ETF (£) - the Company
invests globally in SpaceTech, a subset of the broader technology market.
Material events After the Year End
· ALL.SPACE: the Company invested a further $5m in a new funding round,
alongside other existing investors in August 2024.
· Spire Global: on 14 August 2024 the company announced that it would
delay the filing of its Q2 2024 financial report due to an ongoing review of
certain elements of its accounting practices. The company has until
mid-February 2025 to comply with the SEC filing requirements or face
delisting.
· AST SpaceMobile: the company launched its first five commercial
satellites on 12 September 2024 and saw its share price increase to $24.18
as at 11 October 2024, equivalent to a £4.7m post period increase in fair
value.
· D-Orbit: on 27 September 2024 the company announced that it had
reached a second and final close on its Series C funding round bringing the
total size of the round to €150m.
· Astroscale: the Company sold a further 629,240 shares, equivalent to
47% of its holding, for additional proceeds of £3.5m. This is equivalent to
77% of the original Sterling cost of those shares that were sold.
Outlook
Although we continue to actively seek out exceptional new potential investment
opportunities, based on SSIT's current resources, we anticipate that our focus
for the year ahead will primarily be on supporting the existing portfolio.
We expect to make a limited number of follow-on investments during the course
of the year into those companies that may require additional support and in
which we have the greatest conviction.
We will continue to work closely with the portfolio's key growth stage assets
as some of them now approach the potentially significant milestone of becoming
EBITDA profitable. We believe achieving this could in due course provide a
springboard for potential IPOs and/or acquisition interest.
We are optimistic that recent trends around growing customer demand and
sustained investor interest will continue to benefit the portfolio during the
year ahead, helping our portfolio companies to maintain a positive trajectory.
Mark Boggett
CEO
Seraphim Space Manager LLP
Investment Manager
14 October 2024
Top 10 Investments
ICEYE D-Orbit ALL.SPACE HawkEye 360 LeoLabs
Web www.iceye.com (http://www.iceye.com) www.dorbit.space (http://www.dorbit.space) www.all.space (http://www.all.space) www.he360.com (http://www.he360.com) www.leolabs.space (http://www.leolabs.space)
HQ Finland Italy UK US US
Taxonomy Platform / Earth Observation Launch / In-orbit Services Downlink / Ground Terminals Platform / Earth Observation Product / Data Platforms
Status Private / Unicorn Private / Soonicorn Private / Minicorn Private / Soonicorn Private / Minicorn
Stake category >5-10% >5-10% >10-15% 0-5% 0-5%
Fair value vs. cost 121% 285% 108% 115% 111%
Valuation method Premium to price of recent investment Calibrated price of recent investment Calibrated price of recent investment Calibrated price of recent investment Calibrated price of recent investment
Description ICEYE operates the world's first and largest constellation of miniaturised D-Orbit is the market leader in the space logistics and orbital transportation ALL.SPACE is aiming to create a mesh network of satellite connectivity by HawkEye 360 operates the world's largest satellite constellation collecting LeoLabs is providing the mapping service for space by deploying a network of
satellites that use radar to image the earth both during the day and night, services industry. developing an antenna capable of connecting to any satellite in any radio frequency signals to identify and geolocate previously invisible ground-based antennas capable of detecting objects as small as 2cm as far as
even through cloud. ICEYE's radar technology has the ability to monitor change constellation in any orbit. activities. 1,000km away.
in near real-time.
Total estimated long-term addressable market $10bn+ $1-5bn $10bn+ $10bn+ $1-5bn
Key sectors addressed Insurance, defence, climate Space logistics, datacentres Communications, defence, transport Maritime, defence Space, insurance, defence
Principal UN SDG alignment: 13, 11, 2 9, 11 9, 8, 10 9, 16, 8 9, 16, 17
Recent Key Developments:
· Generated over $100m in revenue in 2023. · Closed €150m Series C funding round. · Closed additional funding from existing investors including SSIT. · Closed $68m Series D-1 funding round led by BlackRock and $40m in · Closed $29m additional equity financing.
debt financing from Silicon Valley Bank.
· Launched 7 satellites in 2024 YTD. · Established D-Orbit USA to enter the US market and pursue · Appointed 30-year satcoms / defence sector veteran, Paul
· Appointed Tony Frazier (formerly of Maxar Technologies) as new
opportunities in satellite bus manufacturing. McCarter, as new CEO. · Completed the acquisition of RF Solutions from Maxar. CEO.
· Ranked no. 30 in the 'Financial Times 1,000' of Europe's fastest
growing companies. · Successfully launched its 12th and 13th ION Satellite Carrier · Increased its constellation to 31 satellites in orbit
missions.
· Closed oversubscribed $93m growth round
SatVu Xona Space Systems PlanetWatchers AST SpaceMobile Tomorrow.io
Web www.satellitevu.com (http://www.satellitevu.com) www.xonaspace.com (http://www.xonaspace.com) www.planetwatchers.com (http://www.planetwatchers.com) ast-science.com (https://ast-science.com/) www.tomorrow.io (http://www.tomorrow.io)
HQ UK US UK US US
Taxonomy Platform / Earth Observation Platform / PNT Analyse / Data Analytics Platform / Communications Platform / Data Platforms
Status Private / Minicorn Private / Soonicorn Private / Seedcorn Public / Listed Private / Soonicorn
Stake category >10-15% >10-15% >25-50% 0-5% 0-5%
Fair value vs. cost 160% 98% 87% 99% 94%
Valuation method Partial write down to price of recent investment Calibrated price of recent investment Partial write down to price of recent investment Mark to market Partial write down to price of recent investment
Description SatVu is aiming to monitor the heat signatures of any building on the planet Developing a next-generation GPS satellite constellation for more secure and PlanetWatchers has developed an AI-enabled analytics platform using AST SpaceMobile is launching a constellation of cell towers in space, Tomorrow.io is powering actionable weather insights around the world. The
in near real time to determine valuable insights into economic activity, precise position and timing. satellite providing direct to cell 5G connectivity from space. company's mission is to help countries, businesses and individuals better
energy efficiency and carbon footprint. radar imagery for crop monitoring, insurance and automated insurance manage their weather-related challenges with the best information and
claims insights.
assessments.
Total estimated long-term addressable market $1-5bn $10bn+ $5-10bn $50bn+ $30bn+
Key sectors addressed Energy, property, defence, climate Transport, defence, logistics Agriculture, insurance, climate Space, telecoms, communications Logistics, aviation, maritime, government civil, government defence
Principal UN SDG alignment: 7, 11, 13 8, 9, 11 12, 2, 8 9, 11, 10 13, 14, 9
Recent Key Developments:
· Commissioned its 1st satellite and entered commercial · Completed $19m Series A funding round led by Future Ventures · Launched new enterprise SaaS product to further simplify acreage · Signed commercial agreements with both AT&T and Verizon. · Demonstrated unprecedented accuracy of weather data from its
operations. and reporting and claims processing.
pathfinder satellites.
SSIT. · Raised over $300m including strategic equity investments from
· Satellite then suffered an issue resulting in its failure.
AT&T and Google. · Named in 'TIME 100 Most Influential Companies' list.
· Completed first close of new funding round.
· Successfully launched first 5 commercial satellites. · Named by Fast Company as the world's most innovative logistics
company.
· Ordered 2nd and 3rd satellites.
Responsible Investment
'The Investment Manager continues to engage with the space industry and
portfolio companies to help them deliver positive sustainability impacts and
mitigate ESG risks.'
Sarah Shackleton
COO, Seraphim Space
The Company is focused on being a responsible investor and taking into
consideration environmental, social and governance ('ESG') factors.
The Investment Manager is a signatory to Principles of Responsible Investment,
the UN-supported network of investors dedicated to promoting sustainable
investment through incorporating ESG factors into their investment and
ownership decisions (the 'UN PRI'). The Investment Manager submitted its first
UN PRI annual report in 2024.
Responsible Investment Policy
The Investment Manager's Responsible Investment Policy, which has been adopted
by the Company, may be found at https://seraphim.vc/esg/
(https://seraphim.vc/esg/) . The Investment Manager reviews and updates its
Responsible Investment Policy as necessary to reflect emerging regulations and
best practices.
The Directors and Investment Manager believe that ensuring robust assessment
of ESG-related risks and opportunities as part of the investment analysis and
decision-making processes leads to investment in more robust businesses,
ultimately creating long-term, sustainable value.
Potential Sustainability Impact
The Investment Manager believes that the portfolio companies' contribution to
the United Nations Sustainable Development Goals (the 'SDGs') and their
underlying targets is a key factor in the delivery of sustainability impact by
the portfolio and, as such, consideration of the SDGs is an integral part of
Seraphim Space's decision-making process. Each portfolio company contributes
to at least one SDG, and every SDG is addressed by at least one portfolio
company. SDG 9 (innovation/infrastructure) is, unsurprisingly, the most common
SDG, with 22 portfolio companies contributing to it.
Seraphim Space is represented on the Advisory Board of the Space
Sustainability Principles by the Earth & Space Sustainability Initiative
('ESSI') 2 (#_ftn2) .
Ownership and ESG reporting
Seraphim Space works with the shareholders, boards and management teams of
portfolio companies to help them achieve sustainability impacts and mitigate
ESG risks.
In situations where a portfolio company fails to address adequately any
significant risks identified at investment, Seraphim Space will take this into
consideration when assessing follow-on investment opportunities into the
company.
Objective Reporting Metrics for ESG Factors
Percentage of desired measures(1) in place across the portfolio(2) to manage Proportion of the active portfolio with a founder who identifies as female or
ESG risk from an ethnic minority
77% 24%
(30 June 2023: 67%) (30 June 2023: 20%)
Senior management identifying as female or from an ethnic minority within the Seraphim Space staff identifying as female / from an ethnic minority
portfolio(2)
47% / 13%
25%
(30 June 2023: 50% / 20%)
(30 June 2023: 21%)
Percentage of energy consumption that is renewable(2)
Average portfolio company headcount growth(3) 20%
8.1%
(30 June 2023: 30%)
(30 June 2023: 22.1%)
(1) Desired measures as explained under 'ESG Governance and Risk Management'
below. Source: Portfolio company data.
(2) Fair value weighted average (as defined in the Glossary below.) of the
portfolio companies providing information (which represented 93% of the fair
value as at 30 June 2024 and 95% of the fair value as at 30 June 2023).
Source: Portfolio company data.
(3) Fair value weighted average (as defined in the Glossary below.)
year-on-year growth for the 12 months ended 30 June 2024 of the private
companies in the top 10, representing 82% of fair value (72% of NAV) as at 30
June 2024 (2023: 86% of fair value, 72% of NAV). Source: Portfolio company
data.
93% of the portfolio by fair value as at 30 June 2024 (2023: 95%) provided the
above data, with the remaining 7% (2023: 5%) comprised predominantly of listed
portfolio companies or private companies where SSIT had no information rights.
ESG governance and risk management
The Investment Manager allocates points (up to a maximum of 15) to private
portfolio companies based on the number of measures that it would like to see
and which they have in place to manage ESG risk, including frequency of
discussion of such topics by the board and the policies and processes to
assess and mitigate such risks. On a fair value weighted basis, 77% of the
desired measures were in place across the portfolio as at 30 June 2024 (up
from 67% at the prior year end), as companies increasingly focused on ESG,
governance and risk driven by shareholder influence and general market
adoption.
Diversity
A growing body of evidence suggests that diverse teams are more innovative and
achieve higher returns than those with just one gender and/or one race or
ethnicity represented 3 (#_ftn3) . Forbes outlines the outperformance of
diverse teams, explaining that companies with at least one female or
ethnically diverse founder generate over 60% in business value 4 (#_ftn4) .
The SSIT active portfolio includes six companies (24%) with a diverse founder
i.e. one that identifies as female or from an ethnic minority.
SSIT portfolio diversity statistics
SSIT portfolio(1) Industry comparisons
Average Fair value weighted average(2)
2024 2023 2024 2023
Board members identifying as female 13% 9% 9% 4% High tech companies 2020 - 8%(3)
Board members identifying as from an ethnic minority 10% 7% 12% 9%
Senior management identifying as female or from an ethnic minority 25% 19% 25% 21%
Staff identifying as female or from an ethnic minority 25% 27% 13% 23% Venture capital-backed startups 2020 - men (89.3%) and white (71.6%)(4)
Sources: Portfolio company information; Seraphim Space analysis
Notes: (1) Data provided by portfolio companies representing 93% of the fair
value as of 30 June 2024 (95% of the fair value as of 30 June 2023 for prior
year statistics).
(2) Fair value weighted average (as defined in the Glossary
below).
(3)
https://techcrunch.com/2021/08/29/diversifying-startups-and-vc-power-corridors/.
(4)
https://venturebeat.com/games/diversity-vc-reports-1-87-of-venture-capital-allocated-to-women-and-minority-owned-startups
(%20https%3A/venturebeat.com/games/diversity-vc-reports-1-87-of-venture-capital-allocated-to-women-and-minority-owned-startups)
/.
Compared to the diversity information outlined in the BVCA and Level 20
Diversity & Inclusion 2023 Report and the BVCA Diversity & Inclusion
2024 Report, as at 30 June 2024, Seraphim Space outperformed the market in
overall female representation as outlined in the chart in the annual report,
but lagged in terms of ethnic minority representation.
Seraphim Space and SSIT diversity compared to the UK Private Equity and
Venture Capital ('PE/VC') Industry
Job creation
As portfolio companies continue to access funding and continue to deliver
against milestones, they also drive job creation. On a fair value weighted
basis, the private companies in the top 10 holdings grew headcount by 8.1% in
the 12 months to 30 June 2024 (compared to 22.1% in the prior year).
Carbon emissions/energy reduction
In 2024, Seraphim Space conducted its first carbon footprint assessment,
validated by One Carbon World Ltd. This assessment encompassed all activities
under Seraphim Space's operational control, including Scopes 1, 2 and partial
Scope 3, as outlined in The Greenhouse Gas Protocol: A Corporate Accounting
and Reporting Standard (Revised Edition) (the 'Protocol').
The Protocol aligns with international standards ISO 14064 and PAS 2060.
During the measurement period from 1 April 2023 to 31 March 2024, Seraphim
Space's GHG emissions were recorded at 267.29 tCO(2)e. To achieve carbon
neutrality for this period, the Firm balanced all emissions by retiring 268
tCO(2)e through 100 + 168 Certified Emissions Reductions from the UN Clean
Development Mechanism project titled 'GHG Emission Reduction: Saving the Ozone
Layer'. The carbon neutrality of the Investment Manager's activities has been
achieved in accordance with the One Carbon World Carbon Neutral International
Standard.
Given the fact that the private portfolio companies are relatively early in
their life, a number are not yet measuring energy consumption, and Scope 1/2
and 3 carbon emissions are only measured by five and four private portfolio
companies respectively (up from four and two in the prior year). On a fair
value weighted basis, 20% of energy consumption is renewable. We are planning
to engage with the portfolio companies to drive further work in this key area
having now completed the Investment Manager's first carbon assessment.
Business Review
Business Model
SSIT is the world's first and only listed SpaceTech fund providing public
access to private SpaceTech businesses.
The Company carries on business as an investment trust, which is a form of a
collective investment vehicle constituted as a closed-ended public limited
company. The Company's shares are traded on the closed-ended investment funds
category of the London Stock Exchange's main market.
The Company has no employees. It is managed by the Board, comprising four
independent non-executive Directors, which is responsible for the overall
stewardship and governance of the Company. The management of the Company's
investments in accordance with its investment objective and policy is
delegated to the Investment Manager and the Company's other day-to-day
functions, including administrative, financial and share registration
services, are carried out by duly appointed service providers. The Board
oversees the activities and performance of the Investment Manager and other
key service providers.
Investment Strategy
The Company provides investors with exposure to nascent SpaceTech companies,
being businesses which rely on space-based connectivity or precision,
navigation and timing signals, or whose technology or services are already
addressing, originally derived from or of potential benefit to the space
sector. These businesses comprise companies providing the SpaceTech
infrastructure for collecting and communicating data, principally via
satellites, as well as companies with the technology that facilitates the
exploitation of this data for terrestrial applications in areas such as
climate, communications, mobility and security (including cyber security).
Investment Objective
The Company's objective is to generate capital growth over the long term
through investment in a diversified, international portfolio of predominantly
early and growth stage unquoted SpaceTech businesses with the potential to
dominate globally.
Investment Policy
The Company seeks exposure to early and growth stage privately financed
SpaceTech businesses, acquiring primarily minority holdings. The Company
intends to realise long-term value through exiting its investments over time.
The Company invests internationally with a view to maintaining a diversified
portfolio primarily located in the US, UK and continental Europe. The
Company's portfolio is expected to comprise 20 to 50 holdings. The Company
will at all times invest and manage the portfolio in a manner consistent with
spreading investment risk.
Investments are mainly in the form of equity and equity-related instruments
although the Company may invest in a range of financial instruments including,
without limit, securities, derivatives, warrants, options, futures,
convertible bonds, convertible loan notes, convertible loan stocks or
convertible preferred equity. The Company may also on occasion invest in other
debt-based investments not referred to above, including, without limit, loan
stock, payment-in kind instruments and shareholder loans. In addition to
participating in new issues, the Company may also undertake secondary
transactions that involve the acquisition of existing stakes.
The Company may invest in companies, as well as other forms of legal entity,
including partnerships and limited liability partnerships. The Company may
acquire investments directly or by way of holdings in special purpose
vehicles, intermediate holding entities or other structures. The Company will
not invest in other listed closed-ended investment funds.
Investment restrictions
The Company will invest and manage its assets with the objective of spreading
risk through the following investment restrictions:
· other than the ability for the aggregate value of the Company's holding
in one single portfolio company or other entity to represent up to 20% of
gross asset value, the aggregate value of the Company's holding in any other
single portfolio company or other entity will represent no more than 15% of
gross asset value; and
· the Company's aggregate investment in publicly quoted companies will
represent no more than 30% of gross asset value.
The Company will generally only invest in publicly quoted companies that
constituted part of the Initial Portfolio or the Retained Assets or in
circumstances where it has already made an initial investment prior to the
portfolio company's initial public offering. However, the Company may invest
up to 5% of gross asset value in aggregate in publicly quoted companies that
do not constitute part of the Initial Portfolio or the Retained Assets or in
which it has not already made an initial investment prior to an initial public
offering. For the avoidance of doubt, any process by which an unlisted
investment of the Company becomes listed shall be deemed not to be a new
investment by the Company.
Each of the restrictions referred to above is calculated at the time of
investment. The Company will not be required to dispose of any investment or
to rebalance the portfolio as a result of a change in the respective
valuations of its assets.
Hedging and derivatives
Save for investments made using equity-related instruments as described above,
the Company will not employ derivatives of any kind for investment purposes
other than to potentially hedge downside risk on a quoted portfolio company
for specific reasons, such as where the Company is subject to lock-up
provisions. Derivatives may be used for currency hedging purposes.
Borrowings
Although the Company does not intend to use structural gearing with a view to
enhancing returns on investments, the Company may, from time to time, use
borrowings for the purpose of bridging investments, managing its working
capital requirements and efficient portfolio management purposes. Borrowings
will not exceed 10% of NAV, calculated at the time of drawdown of the relevant
borrowings.
Cash management
The Company may hold cash on deposit and may invest in cash equivalent
investments, which may include short-term investments in money market-type
funds and tradeable debt securities ('Cash and Cash Equivalents'). There is no
restriction on the amount of Cash or Cash Equivalents that the Company may
hold or where it is held.
Cash and Cash Equivalents will be held with approved counterparties and in
line with prudent cash management guidelines agreed between the Board and the
Investment Manager.
The Company will hold sufficient Cash or Cash Equivalents for the purpose of
making follow-on investments in accordance with the Company's investment
policy and to manage the working capital requirements of the Company.
Target Returns and Dividend Policy
The Directors intend to manage the Company's affairs to achieve shareholder
returns through capital growth rather than income.
The Company has no formal benchmark. However, the Company targets an
annualised total return on the Company's portfolio of at least 20% over the
long term (adjusted for any dividends paid or share buy-backs by the Company).
This is a target only and reflects the Investment Manager's expectations of
the potential returns that can be generated by investing in a portfolio of
early and growth stage private SpaceTech companies which have the potential to
generate substantial returns for their shareholders over the long term whilst
recognising that not all portfolio companies will achieve their potential and
that some may fail in their entirety. This should not be taken as an
indication of the Company's expected future performance, return or results
over any period and does not constitute a profit forecast. The actual return
generated by the Company over any period will depend on a wide range of
factors, including, but not limited to, the terms of the investments made, the
performance of its portfolio companies, general macroeconomic conditions and
fluctuations in currency exchange rates.
As the Company's priority is to produce capital growth over the long term, it
has no dividend target and will not seek to provide shareholders with a
particular level of distribution. However, the Company intends to comply with
the requirements for maintaining investment trust status for the purposes of
section 1158 of the Corporation Tax Act 2010 regarding distributable income.
Therefore, in accordance with regulation 19 of the Investment Trust (Approved
Company) (Tax) Regulations 2011, the Company will not (except to the extent
permitted by those regulations) retain more than 15% of its income (as
calculated for UK tax purposes) in respect of each accounting period and any
excess will be distributed in the form of a final dividend.
Share Rating Management
The Board recognises the need to address any sustained and significant
imbalance of buyers and sellers which might otherwise lead to the ordinary
shares trading at a material discount or premium to their NAV.
The Board has not adopted any formal discount or premium targets which would
dictate the point at which the Company would seek to buy back or issue
ordinary shares. However, the Board is committed to utilising its share
buy-back and issuance authorities where appropriate in such a way as to
mitigate the effects of any such imbalance. In considering whether buy-back or
issuance might be appropriate in any particular set of circumstances, the
Board will take into account, amongst other things, prevailing market
conditions, (in the case of buy-backs) the level of the Company's discount
relative to those of other listed investment companies investing mainly in
private companies, the cash resources readily available to the Company, the
Company's immediate pipeline of investment opportunities, the level of the
Company's borrowings (if any), the Company's working capital requirements and
the degree of NAV accretion that will result from the buy-back or issuance,
and, in the case of buy-backs, whether higher returns could be made from
investing capital than buying back ordinary shares.
Details of the share repurchase programme implemented during the year are set
out under 'Share Price' below. The Board will keep shareholders informed, on a
regular and ongoing basis, of the approach which it has adopted to share
rating management, principally through commentary in the Company's Annual and
Interim Reports.
Key Performance Indicators
The Board uses a number of performance measures to assess the Company's
success in meeting its strategic objectives. The key performance indicators
('KPIs') (also referred to as alternative performance measures) are:
· the movement in NAV per share (as the Company does not pay dividends,
this is the same as the NAV total return per share);
· the movement in the share price (as the Company does not pay dividends,
this is the same as the total shareholder return);
· the premium/discount of the share price to the NAV per share;
· ongoing charges; and
· the portfolio fair value vs. cost.
The first four KPIs are established industry measures. Having regard to the
Company's target return, we believe that, at this stage in the Company's life,
the portfolio fair value vs. cost is an appropriate KPI to measure the
portfolio's performance. The KPIs have not changed from the prior year.
Due to the unique nature of the Company's investment strategy, there are no
direct listed competitors or directly comparable indices. Consequently, we do
not consider that there is a relevant external comparison against which to
assess the KPIs and, as such, performance against the KPIs is considered on an
absolute basis.
An explanation of the KPIs can be found in the Alternative Performance
Measures section below. The KPIs for the year ended 30 June 2024 (and the
prior year) are shown below. Additional comments on the performance of the
Company during the year are provided in the Chair's Statement and Investment
Manager's Report.
Environmental, Social and Governance Matters
Socially responsible investment
The Board has endorsed the Investment Manager's Responsible Investment Policy,
which seeks to ensure that the Investment Manager's management of SSIT's
investments takes account of environmental, social, governance and ethical
factors, where appropriate. However, the Company does not have explicit
sustainability investment objectives or policies and does not, and will not
seek to, apply a sustainability label under the FCA's UK Sustainability
Disclosure Requirements and investment labels regime.
The Investment Manager actively engages with portfolio companies on ESG
factors and often has a participation role at board level with such companies,
helping to guide their governance policies. Details of the Investment
Manager's Responsible Investment Policy are included below.
Environment
As an investment company with all its activities outsourced to third parties,
the Company does not have any physical assets, property, employees or
operations of its own and, therefore, the Company's own direct environmental
impact is minimal. The Company has no greenhouse gas emissions to report from
its operations, nor does it have responsibility for any other emissions
producing sources under the Companies (Directors' Report) and Limited
Liability Partnerships (Energy and Carbon Reporting) Regulations 2018. For the
same reasons, the Company considers itself to be a low energy user (i.e. it
uses less than 40,000kWh of energy in the reporting period) for the purpose of
Streamlined Energy & Carbon Reporting and, therefore, is not required to
disclose energy and carbon information.
As an investment company, SSIT is exempt from the FCA's UK Listing Rules
requirement to report against the Taskforce for Climate-related Financial
Disclosures framework.
A key focus of the Investment Manager's Responsible Investment Policy, and its
engagement with portfolio companies, is on their management of environmental
risks, particularly those associated with climate change, and their ability to
develop products and services that help address climate change impacts.
Employees, human rights and community issues
The Board recognises the requirement under section 414C of the Companies Act
2006 to provide information about employees, human rights and community
issues, including information in respect of any of its policies in relation to
these matters and their effectiveness. This requirement does not apply to SSIT
as it has no employees, all of the Directors are non‑executive and it has
outsourced all of its functions to third-party service providers.
Consequently, SSIT has not reported further in respect of this requirement.
Modern slavery
The Company does not provide goods or services in the normal course of
business and, as an investment company, does not have customers. Consequently,
the Directors do not consider that the Company is required to make a statement
under the Modern Slavery Act 2015 in relation to slavery or human trafficking.
Diversity
The Board and Investment Manager strongly believe that having diversity in
professional skills, experience, identity and cognitive thought has
significant benefits when making decisions.
The Board's diversity policy is set out on the Corporate Governance Report
below. The Board currently comprises four independent Directors appointed on
merit-based qualifications. The professional skills and experience which the
current members of the Board bring to SSIT's leadership are described below.
Currently, the Board has 75% female representation (greater than the FCA's
target for listed companies of 40%) and the Senior Independent Director (Sue
Inglis) is also female (in line with the FCA's target for listed companies of
one senior position being held by a woman). The Board does not currently have
at least one member from a minority ethnic background (contrary to the FCA's
target for listed companies). For the reasons set out in its Report below, the
Nomination Committee concluded, in its annual review of the Board composition,
that recruitment of a Director solely to meet the ethnic diversity target was
not appropriate for the time being but agreed that this will be a key
consideration for future appointments.
The Investment Manager (together with its affiliates) has a diverse employee
base (currently, 47% female and 13% from ethnic minority backgrounds) and
continues to dedicate recruiting resources to increasing its diversity across
all positions and levels.
Integrity and business ethics
We have a zero-tolerance policy in relation to business ethics and tax
evasion. As the Company's operations are delegated to third-party service
providers, as part of the annual evaluation of the Investment Manager,
Administrator and other key service providers, we seek confirmation that (a)
adequate safeguards are in place in keeping with the Bribery Act 2010, the
Criminal Finances Act 2017 and the sanctions element of the Economic Crime
(Transparency and Enforcement) Act 2022 to protect against any such
potentially illegal behaviour by employees or agents and (b) a zero-tolerance
policy towards the provision of illegal services is maintained, together with
details of the safeguards.
Risk and Risk Management
Risk appetite
The Board is ultimately responsible for defining the level and type of risk
that the Company considers appropriate, ensuring it remains in line with the
Company's investment objective and investment policy which set out the key
components of its risk appetite. The Company's risk appetite is considered in
light of the principal and emerging risks that the Company faces.
Risk management
The Board, through the Audit Committee, has established, in conjunction with
the Investment Manager and Administrator, an ongoing process that is designed
to identify, manage and mitigate on a timely basis both the principal and
emerging risks inherent to the Company's business and activities.
The risk management process includes undertaking, at least half-yearly, a
robust assessment of the principal and emerging investment, financial,
regulatory and operational risks facing the Company. Particular attention is
given to those risks that might threaten the long-term viability of the
Company and identified key risks are recorded in the Company's risk matrix,
which, in the case of each risk, assesses the likelihood of it occurring and
its potential impact, the controls in place to mitigate it, the effectiveness
of those controls and the residual likelihood of it occurring and the residual
potential impact.
Further information on the Company's risk management and internal controls can
be found in the Corporate Governance Report below.
Principal risks and uncertainties
Based on the Company's risk matrix, the principal risks and uncertainties
faced by the Company are those listed in the table below, which also
summarises the potential impact of those risks and the controls in place to
mitigate them. During the year the Board reviewed and concluded that public
share price volatility and ESG are no longer considered to be principal risks
faced by the Company and are therefore not captured in the table below.
Risk Potential impacts Mitigation/controls
1. Portfolio company performance · Reduction in a portfolio company's valuation, potentially resulting in · The Investment Manager has extensive experience of investing into and
100% write-off supporting early and growth stage businesses and it provides support and has
Risk that portfolio companies, being predominantly early and growth stage
experience of improving portfolio company management teams and changing them
private companies which may lack breadth and depth of management team and · Adverse impact on SSIT's ability to realise the investment in a if necessary
capital and have a higher risk profile than larger, more established profitable and timely manner
companies, are unable to commercialise their technology, products, business
· As companies grow and develop, their management teams tend to also
concepts or services and/or otherwise fail to achieve their business · Reduced NAV and shareholder returns expand to manage the growth
objectives
· The Investment Manager actively engages with portfolio companies,
including, in many cases, by way of board representation or observer status
· The Investment Manager has a rigorous investment process that is
designed to identify and manage risks
· A third-party technical due diligence provider is engaged prior to
every material investment to assess the technological and market opportunity
· The Investment Manager monitors progress against critical milestones,
with the aim of supporting portfolio companies with changes in strategy where
progress is not as anticipated
· SSIT's investment strategy is to ensure sufficient diversification
within its portfolio by investing in a range of companies at different stages
in their lifecycle and across a range of sub- sectors and geographies, and to
syndicate investments with other investors to ensure portfolio companies are
well capitalised
· During the year, the Company sold a number of early stage companies to
Seraphim Space Ventures II LP (the 'Venture Fund') and invested into the
Venture Fund which will allow for greater diversification of exposure to early
stage companies and mean there is less requirement for follow-on investment
· The Investment Manager provides a detailed update at each scheduled
Board meeting, including information on investment environment, portfolio
performance, specific factors affecting portfolio companies (individually or
collectively), transactions, investment pipeline and cash flow forecasts
2. Liquidity · Dilution of SSIT's holdings in existing portfolio companies · The Investment Manager monitors the cash runways of portfolio companies
and maintains cash flow projections based on its assessment of return
Risk that SSIT has insufficient liquid resources to particate in subsequent · Reduced portfolio valuation potential, timing and scale of potential funding rounds, the ability of others
funding rounds by portfolio companies or make new investments
in portfolio company syndicates to support funding rounds, the availability of
· Reduced NAV and shareholder return new investment opportunities and SSIT's projected operating costs in order to
manage SSIT's ability to participate in forthcoming funding rounds
· Reputational damage
· Cash flow forecasts are reviewed regularly by the Board
· During the year, the Company sold a number of early stage companies to
the Venture Fund and invested into the Venture Fund and there is no longer any
requirement for follow-on investment into those companies by SSIT, enabling
SSIT to concentrate its resources available for investment on its more mature
assets
· Portfolio companies have a track record of raising significant capital
to meet their funding requirements from other internal and external investors
3. Valuation · Reputational damage · Valuations are prepared in accordance with the IPEV Valuation
Guidelines and the Investment Manager's valuation policy, which has been
Risk that estimates, assumptions and judgements used in valuing SSIT's · Reduced NAV and shareholder returns formally reviewed by the Board and commented upon by the Company's Auditor and
investments in private companies lead to a material misstatement of the
is consistently applied
valuation and, consequently, of SSIT's NAV · Reduced demand for SSIT's shares
The Audit Committee meets with the Investment Manager at special meetings
· Reduced liquidity in SSIT's share trading solely to consider the quarterly valuations, giving the Audit Committee an
opportunity to challenge the valuations and to request further information
· Increase in share price discount before the valuations are approved SSIT's external Auditor reviews the
valuations and methodology and typically attends ad hoc Audit committee
meetings when interim and year end valuations are presented and discussed by
the Investment Manager as part of their annual audit review procedures
4. Realisation · Reduced NAV and shareholder returns · SSIT's investment strategy is to hold investments for the long term in
order to deliver capital growth, SSIT has no debt, dividend or buy-back
Risk that, as SSIT's private company investments are illiquid and its obligations, it does not have a fixed life and it manages its liquidity to pay
investments may have restrictions on sale or transfer of shares, SSIT may be its operating costs as they fall due, so there is no pressure to realise
unable to realise investments at short notice or at all and/or the price investments
achieved on any realisation may be at a material discount to the prevailing
valuation · As set out opposite 'Valuation' above, SSIT has a robust and consistent
valuation process
5. Macroeconomic · Significant widescale disruption impacting businesses generally · The Investment Manager completes extensive due diligence procedures
prior to investment and, on an ongoing basis, monitors and works closely with
Risk that the performance and business continuity of portfolio companies may · Adverse impact on global markets and investor sentiment portfolio companies to provide advice and experience in dealing with adverse
be materially adversely affected by geopolitical risks, including conflict a
macroeconomic conditions and disruptive events
pandemic/epidemic, climate change and/or other macroeconomic conditions, · Reduced portfolio valuations
including, interest rate rises and inflation.
· Reduced NAV and shareholder return
· Reduced liquidity in SSIT's share trading
· Increase in share price discount
· SSIT's access to additional capital constrained
6. Foreign exchange · Reduced NAV and shareholder returns · SSIT invests globally and has exposure to several non-Sterling
currencies, providing some FX risk diversification
Risk that FX movements materially adversely affect the value of investments
made in currencies other than Sterling · Whilst it is not currently SSIT's policy to actively manage FX risk,
the Investment Manager monitors FX rates and may, in consultation with the
Board and SSIT's corporate brokers, explore mitigating options
· The Company has engaged a provider who has demonstrated a track record
of favourable rates for FX spot trades
7. Investment return • Reduced demand for SSIT's shares • The returns on SSIT's private company investments are the principal
drivers of the overall investment return; as set out in other risks, in
Risk that SSIT fails to achieve its investment objective and provide a • Reduced liquidity in SSIT's share trading particular, 'Portfolio company performance', 'Liquidity' and 'Realisation'
satisfactory investment return
above, there are robust controls in place to mitigate the principal risks
• Increase in share price discount associated with such investments
• The Board conducts a rigorous strategy review annually
8. Discount • Reduced liquidity in SSIT's share trading • The Board, the Investment Manager and SSIT's corporate brokers monitor
the SSIT share price discount (and premium) on an ongoing basis and movements
Risk that SSIT's shares trade at a material discount to NAV as a result of an • Reduced shareholder return in the share register on a regular basis, taking into account broader market
imbalance between buyers and sellers which may occur for a wide variety of
conditions
reasons • Discount may attract short-term investors with return aspirations
materially different to SSIT's investors supportive of its long-term strategy • Proactive investor communication and engagement by the Board, the
Investment Manager and SSIT's corporate brokers to enhance investors'
• SSIT's access to additional capital constrained understanding of SSIT, its strategy and associated risks
• Shareholders are encouraged to engage freely with the Board on matters
that are of concern to them so that the Board can understand their views and
concerns and consider them in its discussions and decision-making
• SSIT has authorities in place to buy back shares, which the Board may
use when deemed to be in the best interests of shareholders as a whole
• In July 2023, the Board announced a buy-back programme to support the
Company's share price in light of the significant discount it was experiencing
and 2,186,344 shares had been bought back and were held in treasury as at 30
June 2024
9. Key persons • Adverse impact on SSIT's ability to implement its investment strategy • The Investment Manager has controls and incentives in regard to key
person retention, including annual bonus, share of any performance fee payable
Risk that one or more of Mark Boggett, James Bruegger and Rob Desborough (key • Reduced NAV and shareholder returns by SSIT and succession planning
members of the Investment Manager's team at the time of IPO) and recently
promoted Andre Ronsoehr cease to be actively engaged in the management of • The Investment Manager's recruitment and appointments since SSIT's IPO
SSIT's portfolio have added further depth to its team
• The Investment Management Agreement may be terminated by SSIT if a key
person leaves the Investment Manager and is not replaced by (a) person(s) of
equal or satisfactory standing within a specified timeframe
Emerging risks
Following consideration of the investment, financial, regulatory and
operational risks facing the Company, the Board concluded that there were no
emerging risks facing the Company that required to be added to the principal
risks and uncertainties during the year ended 30 June 2024 or since that date
up to the date of this Annual Report.
Longer-term Viability
As required by the AIC Code, the Directors have assessed the prospects of the
Company over a period longer than the 12 months required for the going concern
statement. The Board, with the assistance of the Audit Committee, has assessed
the Company's prospects over the period of three years ending 30 September
2027. The Board has chosen this period because it is consistent with the
three-year basis that the Directors evaluate the Company's financial position
on a quarterly basis and projecting financial and economic scenarios over a
longer period would be imprecise given the lack of long-term economic
visibility. During the viability assessment period ending 30 September 2027,
an ordinary resolution will be proposed at the AGM in 2026 pertaining to the
Company continuing as an investment company.
In assessing the Company's prospects and longer-term viability, we have taken
into account:
· the nature of the Company's business;
· the principal risks and their mitigation identified under 'Principal
risks and uncertainties' above;
· the Company's cash and cash equivalents, as well as the value of its
listed holdings;
· the Company's cash requirements to meet ongoing fees and expenses is
monitored by the Investment Manager, and the Company expects to maintain
sufficient assets in cash reserves to meet these obligations;
· the ability of the Investment Manager and Directors to minimise the
level of cash outflows, if necessary, as the Investment Manager considers the
Company's future cash requirements before making investments and the Board
receives regular updates from the Investment Manager on the Company's cash
position and forecast cash flows, which allows the Board to limit funding for
existing and/or new investments as required;
· the circumstances in which a performance fee is payable to the
Investment Manager as outlined in note 4 to the financial statements below;
and
· the Company does not have any gearing or any obligation to pay
dividends or buy back shares.
We have also assumed that SSIT's performance will continue to be satisfactory
and that there will continue to be demand for UK-listed investment companies.
Based on this and recent feedback received through regular shareholder
engagement, we currently anticipate that the ordinary resolution to be
proposed at the 2026 AGM to continue SSIT as an investment company will be
passed.
The process for identifying, evaluating and managing significant and any
emerging risks faced by the Company and periodic reports from the Investment
Manager and Administrator regarding such risks are reviewed routinely at Audit
Committee and Board meetings. The Board ensures that effective controls are in
place to mitigate these risks and that a satisfactory compliance regime exists
to ensure all applicable local and international laws and regulations are
upheld. When required, the Company seeks expert advice regarding tax, legal
and other factors.
Based on a robust assessment of the principal and emerging risks facing the
Company, the Board believes that the most significant risks to the Company's
longer-term viability are:
· the risk of a significant and prolonged economic downturn which could
affect the Company through adverse impacts to growth company valuations,
leading to poor investment performance, a wide share price discount and a
tough fundraising environment;
· a significant majority of the Company's investments are in private
companies that are not liquid and may be subject to restrictions on sale or
transfer, which may limit the Company's ability to realise investments at
short notice and/or at a reasonable price or at all; and
· the inability to raise funds, should the need arise.
The Board has considered the Company's viability over the three-year period,
based on a working capital model prepared by the Investment Manager. The
working capital model forecasts key cash flow drivers, such as capital
deployment rate and operating expenses, and includes robust downside scenarios
with continued high interest rates and a considered amount of additional
investment activity in the near term. Capital raises, realisations and/or
share buy-backs are assumed to not occur during the three-year period, unless
already predetermined.
Based on its assessment, the Board has concluded there is a reasonable
expectation that the Company will continue to meet its liabilities as they
fall due and remain viable, even in a scenario where global macroeconomic
uncertainty persists for an extended period and including severe but plausible
downside scenarios over the three-year period of the assessment.
Life of the Company
The Company has no fixed life but, in accordance with its Articles of
Association, an ordinary resolution proposing that it continues in existence
as an investment company will be proposed at its AGM in 2026 and, if passed,
every five years thereafter. If any such resolution is not passed, proposals
will be put forward by the Directors within three months from the date of the
resolution to the effect that the Company be wound up, liquidated,
reconstructed or unitised.
Future Development of the Company
While the future development of the Company is dependent on the success of its
investment strategy, which is subject to various factors including external
ones (such as the macroeconomic environment and market developments) which are
outside the control of the Board and Investment Manager, and the future
attractiveness of the Company as an investment vehicle, the Board's intention
is that the Company will continue to pursue its investment objective and
policy. The Chair's Statement and the Investment Manager's Report include
commentary on the outlook for the Company.
Approval of Strategic Report
The Strategic Report is provided in accordance with The Companies Act 2006
(Strategic Report and Directors' Report) Regulations 2013 and is intended to
provide information about the Company's strategy and business needs, its
performance and results for the year and the information and measures which
the Directors use to assess, direct and oversee the Investment Manager in the
management of the Company's activities. The Strategic Report has been approved
by the Board and is signed on its behalf by:
Will Whitehorn
Chair
14 October 2024
Section 172: Promoting the Success of the Company
S.172 Responsibilities
Under section 172 of the Companies Act 2006 ('s.172'), the Directors have a
duty to act in the way they consider, in good faith, would be most likely to
promote the success of the Company for the benefit of its members as a whole.
In doing so, the Directors are required to take into account (amongst other
matters) the likely long-term consequences of their decisions, the need to
foster relationships with the Company's wider stakeholders, the desirability
of the Company maintaining a reputation for high standards of business conduct
and the impact of the Company's operations on the community and environment.
As an externally managed investment company, SSIT has no premises, employees
or customers and conducts its core activities through third-party service
providers. Currently, SSIT has no debt finance. We consider, therefore,
shareholders to be the Company's principal stakeholders but also regard
potential shareholders, the Investment Manager, the Administrator, other key
service providers (corporate brokers, Auditor, legal advisers, public
relations and communications adviser, depositary and registrar) and portfolio
companies as key stakeholders. The Investment Manager's Responsible Investment
Policy is integrated into its investment process, ensuring that it has regard
to the impact of SSIT's investments on the wider community and environment.
Our responsibilities to stakeholders, together with consideration of the
long-term consequences of our decisions and maintaining high standards of
business conduct, are integral to the way we operate as a Board and are
foremost in our minds in our discussions, decision-making and reporting. We
place great importance on our engagement with shareholders and other
stakeholders and welcome, therefore, their views and concerns so that we can
consider them in our discussions and decision-making.
Stakeholder Engagement
The table below sets out the principal ways in which we engage with the
Company's key stakeholder groups.
Stakeholder group
Shareholders and potential investors Why they are important
Continued shareholder support and engagement and attracting new investors are
critical to the continuing existence of the Company and the delivery of its
long-term strategy.
How we engage
The Company has a broad range of shareholders, comprising both professional
and retail investors, and has developed various ways of engaging with them,
including:
· Regulatory announcements and publications: The Company issues
regulatory announcements via the London Stock Exchange in respect of routine
reporting obligations, periodic financial and portfolio information updates
and in response to other events. The Company's Annual and Interim Reports and
associated presentations, as well as quarterly reports and fact sheets and
shareholder circulars, are made available on the Company's website. Their
availability is announced via the London Stock Exchange.
· RNS Reach newsletter: The Company issues a monthly newsletter via RNS
Reach to provide timely updates, based on publicly available information, on
the Company's investments, its Investment Manager and the wider SpaceTech
market.
· Website (https://investors.seraphim.vc/
(https://investors.seraphim.vc/) ): This includes videos, research notes
available to retail investors and other relevant information to enhance
investors' understanding of the Company, its strategy and investments and the
wider SpaceTech market. Shareholders and other interested parties can
subscribe to email news updates by registering online on the website.
· Investor meetings and events: The Investment Manager, on behalf of the
Board and with the assistance of SSIT's corporate brokers and public relations
and communications advisor, undertakes a programme of investor engagement
throughout the year. During the year to 30 June 2024, the Investment Manager
held four group meetings for research analysts and four professional and/or
retail investor webinars through the Company's public relations and
communications advisor following the announcement of the annual and interim
results and Q1 and Q3 NAVs and updates. Each analyst presentation had at least
20 attendees. Through the Company's corporate brokers, there were 59
interactions with 154 unique investors. Directors attend some investor
meetings to gauge sentiment first hand. All investors are offered the
opportunity to meet the Chair, Senior Independent Director or other Board
members.
· Capital markets day: This is an event, attended by research analysts
and professional investors, held periodically consisting of presentations from
the Chair and senior members of the Investment Manager's team. The capital
markets day held on 18 October 2023 also included presentations from a
selection of SSIT's portfolio companies. Videos of the event are available on
SSIT's website. The next capital markets day is scheduled for 7 November 2024.
· Investor relations updates: At its scheduled Board meetings, the
Directors receive updates on the share trading activity, share price
performance and investor feedback. The Directors also receive investor
feedback following investor roadshows arranged by the Company's corporate
brokers.
· Annual General Meetings: The AGM provides a forum for shareholders to
meet, ask questions and discuss issues with the Directors and Investment
Manager. The next AGM will take place on 26 November 2024 (the notice
convening the meeting will be set out in a separate circular to shareholders).
· Working with external partners: The Board also engages some external
providers, such as a public relations and communications adviser, to assist in
investor communication and obtain input on specific aspects of shareholder
communications, such as developing more effective ways to communicate with
investors.
We welcome diversity of thought and opinions. Shareholders may contact the
Company via seraphimteam@ocorian.com (mailto:seraphimteam@ocorian.com) or by
post via the Company Secretary on any matters that they wish to discuss with
the Board and the Company Secretary will arrange for the relevant Board member
to contact them.
Target outcomes
· Shareholders and potential investors receive relevant information to
enable them to evaluate the Company's performance and whether their investment
interests are aligned with the Company's strategy.
· Ongoing demand for SSIT's shares, which can help narrow the discount at
which the shares trade to their NAV, which benefits shareholders.
· We receive feedback and views on investor concerns and priorities which
inform our discussions and decisions.
Investment Manager Why it is important
(Seraphim Space Manager LLP) The Investment Manager's specialist knowledge and experience is vital to
implementing SSIT's investment strategy successfully and achieving its
long-term success.
How we engage
Important components in the collaboration with the Investment Manager are:
· drawing on Board members' individual professional skills and experience
to support the Investment Manager in the performance of its responsibilities
to the Company, including implementing SSIT's investment strategy; and
· willingness to make the Board members' experience available to support
the Investment Manager in the sound, long-term development of its business and
resources, recognising that SSIT is currently the principal client of the
Investment Manager and so the long-term success of the Investment Manager is
closely aligned to that of the Company.
We engage with the Investment Manager in numerous ways, including:
· Regular reporting: We receive at least quarterly reports from the
Investment Manager on performance, investment activity and pipeline, portfolio
company developments, cash flow projections and investor relations activities,
as well as on a wide range of other topics.
· Meetings: The Board and Investment Manager meet face-to-face at least
for scheduled Board and Committee meetings. In addition, the Board and
Investment Manager frequently meet, either in person or virtually, between
scheduled Board and Committee meetings to consider ad hoc matters.
· Continuous dialogue: The Board maintains an open dialogue with the
Investment Manager, engaging on key matters affecting SSIT or the Investment
Manager.
Target outcomes
· We engage with the Investment Manager in a collaborative and collegiate
manner, whilst also ensuring that appropriate and regular challenge is
brought.
· The Company's portfolio is well-managed, enabling it to meet its
strategic objectives and achieve long-term sustainable success.
Administrator/ Company Secretary Why it is important
(Ocorian Administration (UK) Limited) The Administrator provides accounting, company secretarial and other
administrative services, so maintaining a strong, collaborative relationship
with the Administrator is critical to the effective running of SSIT's
day-to-day operations.
How we engage
We engage with the Administrator in several ways, including:
· Regular reporting: We receive at least quarterly reports from the
Administrator on a range of matters, including financial, corporate
governance, legal, regulatory and compliance matters.
· Meetings: The Administrator attends both scheduled and ad hoc Board
and Committee meetings.
· Continuous dialogue: The Board maintains open and constructive
dialogue with the Administrator, engaging on key matters affecting SSIT.
In addition, the Investment Manager, on our behalf, engages with the
Administrator on at least a weekly basis and ensures service levels are
satisfactory and appropriate controls are in place.
Target outcomes
· We maintain a strong, collaborative relationship with the
Administrator.
· The Company's day-to-day operations are well-managed, supporting its
ability to meet its strategic objectives and achieve long-term sustainable
success.
Other key service providers Why they are important
(corporate brokers, Auditor, legal advisers, public relations and For the Company to operate as a listed investment company, the Board relies on
communications adviser, depositary, registrar - see below for details) the other key service providers for essential services and for advice and
support in meeting relevant obligations and complying with best practice.
Constructive working relationships with the other key service providers helps
ensure the Company continues to operate effectively.
How we engage
We engage with the other key service providers in several ways, including
receiving regular and, as needed, ad hoc reports, face-to-face meetings (at
the request of the Board or the relevant service provider) and other dialogue
as and when appropriate.
In addition, the Investment Manager and/or Administrator, on our behalf,
engage with the other key service providers on a regular basis and ensure
service levels are satisfactory.
Target outcomes
· We, directly and indirectly, maintain constructive working
relationships with our other key service providers.
· Other key service providers provide the required level of service,
enabling the Company to meet its obligations and follow best practice.
Portfolio companies Why they are important
For the Company to deliver capital appreciation, it needs to invest in
portfolio companies that ultimately develop their products and services and
successfully grow.
How we engage
The Investment Manager, on our behalf, engages with portfolio companies on a
regular basis through participation on their boards, interaction with their
shareholders, introductions to partners, customers and potential funding
providers and value-add support and advice. In addition, we engage with
portfolio companies during investor events.
Target outcomes
Portfolio companies benefit from the engagement, leading to their growth and,
ultimately, higher value for the Company.
Examples of Stakeholder Considerations and Outcomes
Set out below are examples of decisions and actions during the year which have
required the Directors to have regard to applicable s.172 factors.
Topic Stakeholder considerations and outcome
Investment approvals S.172 consideration: the desirability of the Company maintaining a reputation
for high standards of business conduct
The Company has appointed the Investment Manager to manage its investments on
a discretionary basis, save where the Investment Manager may have a potential
conflict of interest.
A company affiliated with the Investment Manager runs accelerator programmes
for very early stage SpaceTech companies and receives share options and/or
warrants from participants in those programmes. During the year, the
Investment Manager proposed that SSIT invest, in aggregate, up to £1.3m, in
three former accelerator programme participants (all follow-on investments)
where the affiliate had a potential conflict of interest. In each case, the
Board considered the proposed investment and the conflict and noted that only
the independent members of the Investment Manager's Independent Advisory
Committee (listed below) had considered the investment at the Investment
Manager's Investment Committee meeting and were recommending the investment.
The Board was satisfied that the conflict had been managed appropriately and
the investments were consistent with SSIT's strategy and objectives and had
the benefit of having been monitored by the Investment Manager for some time.
Accordingly, the Board concluded that it was in the interests of SSIT's
shareholders to approve the investments.
Also during the year, the Investment Manager proposed that we should sell 100%
of SSIT's interests in nine early stage portfolio companies, being all early
stage investments made by SSIT since IPO (the 'Early Stage Portfolio'), to the
Venture Fund in exchange for an interest in the Venture Fund. The Venture Fund
is a new private venture capital vehicle managed by Seraphim Space that will
invest during its 10-year life in Seed and Series A stage SpaceTech companies
globally. Having sought advice from our corporate brokers and legal and tax
advisers and obtained an independent valuation of the Early Stage Portfolio,
we were satisfied that the potential conflict of interest on the part of the
Investment Manager had been managed appropriately and concluded that the
proposal was in the best interests of shareholders as a whole, principally for
the following reasons:
· the transaction had the dual benefit of enabling SSIT to concentrate
its resources on its more mature assets, whilst also building a larger
pipeline for future growth round investments by SSIT via the Venture Fund's
wider portfolio of early stage SpaceTech companies;
· the Early Stage Portfolio would be sold at a price equal to the
independent valuation, which SSIT commissioned from Azets, of £3.8m (vs. cost
of £3.5m), so the transaction would be NAV neutral; and
· SSIT will not incur any management fees or be subject to carried
interest as a limited partner in the Venture Fund.
Stakeholders influencing considerations and/or impacted by outcome:
Shareholders and potential investors, relevant portfolio companies.
Capital allocation S.172 consideration: the likely consequences of the decisions in the long term
Having regard to the challenging environment for raising additional capital
(debt and/or equity) and in expectation that such environment would continue
for some time, the Board and Investment Manager regularly reviewed the
Company's cash resources and other sources of liquidity, identified the
anticipated shorter-term funding requirements of SSIT's portfolio companies
and agreed capital allocations for supporting portfolio companies and new
investment opportunities until such time as the fundraising environment
improves or a significant liquidity event occurs. These allocations were
consistent with SSIT's long-term strategy, should enable the Company to
continue to foster good relationships with portfolio company management teams
and maintain its standing as a key investor in the SpaceTech sector and are
aimed at supporting the long-term growth of the NAV per share.
Stakeholders influencing considerations and/or impacted by outcome: portfolio
companies, Shareholders and potential investors, Investment Manager.
Share price discount S.172 considerations: the likely consequences of the decisions in the long
term, the need to act fairly as between members of the Company
Having initially traded at a substantial premium to NAV post-IPO, the share
price dropped to a discount following Russia's invasion of Ukraine in February
2022 as investor sentiment turned against high growth stocks generally and the
discount continued to widen thereafter. Since the ordinary shares have been
trading at a discount, the Board has kept under review whether NAV-accretive
share buy-backs would be in the best interests of shareholders as a whole
having regard to market conditions generally, the ratings of other UK-listed
investment companies, the anticipated shorter-term funding requirements of
SSIT's portfolio companies, the investment opportunities available to the
Company, feedback from shareholder meetings and advice from SSIT's corporate
brokers.
At the beginning of the year under review, the ordinary share price discount
had widened to a level that the Board concluded, having regard to the matters
referred to in the previous paragraph, that it would be in the interests of
shareholders to commence a limited share repurchase programme. On 13 July
2023, the Board announced a share repurchase programme funded out of SSIT's
existing cash resources. During the year, the Company bought back a total of
2,186,344 shares (0.9% of the shares in issue at 12 July 2023) at an average
share price of 45.01p and an aggregate cost of £1.0m. The share buy-backs
created some additional market liquidity for sellers, whilst providing NAV
accretion for remaining shareholders and appear to have contributed to a
material narrowing of the share price discount.
In conjunction with the share repurchase programme, we, together with the
Investment Manager, have continued our pro-active engagement with shareholders
and potential investors, seeking to promote SSIT, highlight the significant
progress of our portfolio companies and communicate our faith in the value
of the portfolio in an attempt to counter the negative investor sentiment
towards growth stocks and create additional demand for the ordinary shares.
Stakeholders influencing considerations and/or impacted by outcome:
Shareholders and potential investors.
Annual review of service providers S.172 consideration: the need for the Company's to foster business
relationships with suppliers, customers and others
The Management Engagement Committee met during the year to review the
Company's external service providers and, in particular, the quality and costs
of the services provided (details of the review are included in the Management
Engagement Report below). For the reasons noted in its Report, the Management
Engagement Committee concluded that the interests of the Company's
shareholders would be best served by the ongoing appointments of the
Investment Manager, the Administrator and SSIT's other key service providers
on the existing terms.
Stakeholders influencing considerations and/or impacted by outcome: Investment
Manager, Administrator, other key service providers, shareholders.
Directors and Investment Manager
Board of Directors
The Board of the Company, which combines considerable knowledge of the
SpaceTech industry, venture capital investment, the investment company sector
and corporate governance, is responsible for ensuring conformance to the
investment strategy, monitoring the performance of the Investment Manager and
ensuring good governance, including in relation to ESG matters.
The Directors are all non-executive and independent.
William (Will) Whitehorn Susan (Sue) Inglis Angela Lane Christina McComb
Chair Senior Independent Director Director Director
Date of appointment 14 June 2021 14 June 2021 1 January 2022 14 June 2021
Committee membership AC, RNC, MEC AC, RNC©, MEC AC©, RNC, MEC AC, RNC, MEC©
Professional skills and experience Will was formerly a director of Virgin Group and President of Virgin Galactic Sue has a wealth of experience from more than 30 years advising listed Angela has decades of experience working with private equity-owned companies Christina has over 25 years' experience of venture capital and growth
until 2010. He has since pursued a private equity and non-executive career. He investment companies and financial institutions. Her executive roles included and investment companies and as the chair of audit and remuneration investment as a former director of 3i PLC and other venture funds. She is
is the President of UKSpace, the trade body that represents the Space industry Managing Director, Corporate Finance in the investment companies team at committees. She is a Fellow of the Institute of Chartered Accountants in Chair and non-executive director of Aegon UK plc. She has been a director of
in the UK. In addition to these corporate roles, he has been a Fellow of the Cantor Fitzgerald Europe and investment companies and financial institutions England and Wales and began her career at the venture capital firm 3i PLC and other investment companies, including as Chair of Standard Life European
Royal Aeronautical Society since 2014 and is a member of the UK Government's teams at Canaccord Genuity. Sue is a qualified lawyer and was a partner and became a partner of 3i's Growth Capital business, overseeing the UK Growth Private Equity Trust PLC, from which role she retired in April 2022. She has
Space Exploration Advisory Committee, which reports to the UK Space Agency. head of the funds and financial services group at Shepherd & Wedderburn, a Capital portfolio. Subsequently, she has held a number of positions as chair also held a number of senior public sector roles involved in SME and growth
leading Scottish law firm. In 1999 she was a founding partner of Intelli of private equity-backed businesses. She is currently on the Board of and acts business finance, including as Senior Independent Director at the British
Corporate Finance, an advisory boutique firm focusing on the asset management as chair of the audit committee for three investment trusts investing in Business Bank. She was awarded an OBE in the Queen's Birthday Honours 2018 for
and investment company sectors, which was acquired by Canaccord Genuity in quoted and unquoted companies. services to the economy.
2009.
External appointments Listed companies: Chair of Good Energy Group PLC and Craneware PLC. Listed companies: Senior independent director of Baillie Gifford Growth US Listed companies: Non-executive director and chair of the Audit Committee of Listed companies:
Growth Trust PLC, senior independent director and Audit Committee chair of CT BlackRock Throgmorton Trust PLC, Pacific Horizon Investment Trust PLC and
Other significant appointments: None. Global Managed Portfolio Trust PLC and non-executive director of Invesco Dunedin Enterprise Investment Trust PLC. None.
Global Equity Income Trust PLC.
Other significant appointments: None. Other significant appointments:
Other significant appointments: None.
Chair of Aegon UK plc, non-executive director and Investment Committee member
of Better Society Capital Ltd, non-executive director and Investment Committee
member of Midlands Mindforge Ltd.
Committee membership key
AC Audit Committee
MEC Management Engagement Committee
RNC Remuneration and Nomination Committee
© Chair
Investment Manager
The Company has appointed Seraphim Space Manager LLP as its alternative
investment fund manager. The Seraphim Space team is comprised of seasoned
venture capitalists and some of the sector's most successful entrepreneurs who
scaled their SpaceTech businesses to multi-billion Dollar exits.
The senior individuals responsible for executing and overseeing the Company's
investment strategy are shown below.
Mark Boggett, General Partner & CEO
Mark is a pioneer in SpaceTech investment having co-founded Seraphim Space and
launched the Seraphim Space LP fund, Seraphim Space Accelerator, UK Space Tech
Angels and SSIT. Previously, Mark was a director at YFM Equity Partners, the
firm behind the high profile British Smaller Companies VCTs 1 and 2. He also
worked at Brewin Dolphin and Williams de Broe. He completed his undergraduate
degree in Accounting & Finance and a Master in Economics and Finance from
University of Leeds. Mark has been a fund representative on the boards of a
range of leading global SpaceTech companies, including LeoLabs, Spire Global
(listed on NYSE), Arqit (listed on NASDAQ) and HawkEye 360.
James Bruegger, General Partner & CIO
James, co-founder and CIO of Seraphim Space, is a prolific venture capital
investor in the global SpaceTech domain. James was an early venture capital
investor in Arqit, ICEYE, LeoLabs and D-Orbit and led investments in several
companies that went public, including Spire Global and AST SpaceMobile.
Previously, he worked at YFM Equity Partners and Burlington Consultants, a
boutique strategy consultancy that was acquired by Deloitte & Touche.
James holds a first-class degree in History from University College London.
James has been a fund representative on the boards of a range of leading
global SpaceTech companies, including ICEYE, D-Orbit, UltraSoC, ALL.SPACE
and SatVu.
Rob Desborough, General Partner
Rob is a partner at Seraphim Space, heading up the early stage investments. He
is a co-founder of Seraphim Space Accelerator, which was launched in 2018 and
is now one of the world's leading accelerator programmes for SpaceTech
start-ups. Prior to Seraphim Space, Rob was with YFM Equity Partners as an
Investment Director. Rob holds a BSc (Hons) in Biomedical Sciences from
University of Glasgow and a Postgraduate Diploma (PGDip) in Information
Technology Systems from University of Strathclyde. Under Rob's guidance the
Seraphim Space Accelerator has graduated 109 SpaceTech start-ups, which have
collectively raised over $500m. He is a fund representative on the boards of
Xona Space Systems, Altitude Angel and other early stage investments.
Andre Ronsoehr, Investment Partner
Andre is an Investment Partner at Seraphim Space, following a career focussed
on the space sector. He worked for almost a decade at Virgin Management, the
family office of Sir Richard Branson. Andre co-led the seed investment in
OneWeb in 2015 and was instrumental in investments into Virgin Galactic and
Virgin Orbit. During this time, Andre worked hand-in-hand with the boards and
C-level teams of each of these three pioneering space businesses, helping
shape them into $billion businesses. Andre has been a fund representative on
the boards of a range of SpaceTech companies, including Astroscale and
PlanetWatchers.
Sarah Shackleton, Partner & COO
Sarah is a Partner and the COO at Seraphim Space and has more than 25 years of
finance experience. Prior to Seraphim Space, Sarah was a partner at
Development Partners International since its inception in 2007. She was
responsible for administration of the firm and its funds, including legal,
compliance, HR, IT, operations, facilities and ESG and also sat on the
investment committee. Sarah has experience as an active board director on
private equity fund general partners and investment holding companies. Before
joining Development Partners International, Sarah was an Associate Director in
the Technology Equity Research team at UBS in London, specialising in the
telecommunications equipment sector and covering large-cap European companies,
including Nokia, Ericsson and Alcatel-Lucent. Sarah holds a BSc (Hons) in
Economics and Accounting from University of Bristol.
Kenny Mumford, Partner & General Counsel
Kenny is General Counsel at Seraphim Space and has 25 years of legal
experience with growth companies and venture capital investors. Previously,
Kenny was a partner at MBM Commercial LLP for nearly 15 years, latterly as
Head of Corporate. In that role, Kenny acted for high-growth companies and
investors (including Seraphim Space), concerning all aspects of equity
investment, fund formation, business sales and acquisitions, joint ventures
and restructuring, alongside general corporate advice. Previous roles before
MBM included In-house Counsel at Braveheart Investment Group plc, Investment
Manager at Scottish Enterprise and solicitor at Shepherd+ Wedderburn. Kenny is
a solicitor and notary public in Scotland and holds an LLB (Hons) and Diploma
in Legal Practice from University of Edinburgh.
Patrick McCall, Venture Partner
Patrick joined as a Venture Partner to the Company after working for Virgin
Group for 25 years where he was Senior Partner. He was chair or on the board
of eight companies that grew from being startups to being valued at over $1
billion. He was chair of Virgin Galactic, Virgin Orbit, Virgin Trains,
Trainline and Virgin Unite, and was also a board director of many Virgin Group
companies, including Virgin Active, Virgin Blue, Virgin Mobile USA, OneWeb and
Virgin Money. He also spent 10 years as an investment banker at S.G. Warburg
and has a degree in Economics and Agricultural Economics from Exeter
University. Patrick is a director of three SSIT companies, ALL.SPACE, SatVu
and D-Orbit.
Maureen Haverty, Investment Principal
Maureen joined Seraphim Space in 2022 following a successful career in the
space industry. She was COO at Apollo Fusion, a space start up that was sold
for $145m, where she was responsible for business development, manufacturing
and complex programmes. She was also Senior Director of Corporate Development
at Astra, a rocket launch company listed on NASDAQ. She has a first-class
Batchelor Civil and Environmental Engineering (BE) degree from University
College Cork and a PhD in Nuclear Engineering from University of Manchester.
Maureen is focussed on deal origination, deal execution, portfolio management
and fund operations in addition to actively supporting the Seraphim Space Camp
Accelerator.
Candace Johnson, Independent Advisory Committee Member
Candace has a long and distinguished career as founder/co-founder of space
ventures such as SES ASTRA, SES Global, Loral-Teleport Europe and Europe
Online, as well as having played critical roles in developing space sector
leaders, including Iridium and ILS. An experienced venture capitalist and
investor, she has been a member of the Strategic Committee of Iris Capital for
the past decade and served as President of EBAN and is now President Emeritus.
Candace serves and has served on the boards of a number of emerging space
leaders, including NorthStar Earth and Space and Kacific. Candace serves on
Seraphim Space's Investment Committee as an independent member to advise on
and address any conflicts of interest.
Matt O'Connell, Independent Advisory Committee Member
Matt is a recognised thought leader in the geospatial intelligence industry.
Currently an Operating Partner at DCVC, supporting its investments, including
space companies Capella and Planet. Matt has been working with Seraphim Space
since 2018. Before that, he was CEO of OneWeb until July 2016. In 2006, he
founded GeoEye, a leading global provider of satellite and aerial imagery and
digital mapping information, which was acquired by Digital Globe in 2013 for
$1.3bn. He has served on several private company boards and government and
industry advisory commissions. Matt serves on Seraphim Space's Investment
Committee as an independent member to advise on and address any conflicts of
interest.
Ann Winblad, Independent Advisory Committee Member
Ann is a Managing Director of Hummer Winblad Venture Partners, a venture
capital firm she co-founded in 1989. She is a well-known and respected
software industry entrepreneur and technology leader. Ann's firm has launched
over 160 enterprise software companies and led investments that pioneered
successful companies across the enterprise software sector. She served as a
director of numerous private and public companies including MuleSoft,
Hyperion, Sonatype, The Knot, Liquid Audio, Net Perceptions and Ace Metrix.
She also currently serves as a Director of OptiMine. Ann serves on Seraphim
Space's Investment Committee as an independent member to advise on and address
any conflicts of interest.
Directors' Report
The Directors present their Report for the year ended 30 June 2024. The
Corporate Governance Report below is deemed to form part of this Report.
Company Status
The Company is incorporated and domiciled in the United Kingdom and registered
in England and Wales.
The Company is an investment company as defined in section 833 of the
Companies Act 2006, approved as an investment trust in accordance with section
1158 of the Corporation Tax Act 2010 ('s.1158') and an alternative investment
fund under the Alternative Investment Fund Managers Regulations. The Directors
intend at all times to conduct the affairs of the Company to enable it to
continue to qualify as an investment trust for the purposes of s.1158.
The Company manages its affairs so as to be a qualifying investment for
inclusion in an Individual Savings Account and it is the Directors' intention
that the Company should continue to do so.
Business Review
The Company's principal activity is investment in a diversified, international
portfolio of predominantly early and growth stage privately financed SpaceTech
businesses that have the potential to dominate globally and are category
leaders with first mover advantages in areas such as climate change,
sustainability, communications, mobility and global security (including cyber
security) with the objective of generating capital growth over the long term.
A detailed review of the Company's business and performance during the year,
any future likely developments in the Company and the outlook for the Company
are contained in the Strategic Report and should be read as part of this
Report.
Results and Dividends
The total comprehensive income for the year was a profit of £6.7m (2023: loss
of £16.9m), comprising a loss of £3.7m (2023: loss of £4.5m) attributable
to revenue and a profit of £10.5m (2023: loss of £12.4m) attributable to
capital. As the Company is focused on generating capital growth over the long
term and given the nature of the Company's investments, the Board does not
anticipate recommending paying any dividends in the foreseeable future.
Share Capital
As at 30 June 2024, the Company's issued share capital comprised 239,384,928
ordinary shares of £0.01 each, of which 2,186,344 ordinary shares were held
in treasury. The total number of voting rights of the Company at 30 June 2024
was, therefore, 237,198,584.
Shareholders are entitled to all dividends paid by the Company (however, as
stated above, the Company does not expect to pay dividends in the foreseeable
future). On a winding up, provided the Company has satisfied all its
liabilities, shareholders are entitled to the surplus assets of the Company.
Shareholders are entitled to attend and vote at all general meetings of the
Company and, on a poll, to one vote for each ordinary share held. Shares held
in treasury have no rights to dividends, capital or vote.
There are:
· no restrictions on the transfer of securities in the Company save where
(a) the Company is legally entitled to impose such restrictions, such as
restrictions on transfers by Directors and persons closely associated with
them during closed periods, or (b) the Company's Articles of Association allow
the Board to decline to register a transfer of shares or otherwise impose a
restriction on shares to prevent the Company breaching any law or regulation;
· no agreements between holders of securities regarding their transfer
which are known to the Company;
· no restrictions on exercising voting rights save where the Company is
legally entitled to impose such restrictions, such as if, having been served
with a notice under section 793 of the Companies Act 2006, a shareholder fails
to disclose details of any past or present beneficial interest;
· no special rights with regard to control attached to securities in the
Company; and
· no agreements to which the Company is a party that might affect its
control following a successful takeover bid.
Share Issues and Buy-backs
The Board has not adopted any formal premium or discount targets which would
dictate the point at which the Company would seek to issue or buy back
ordinary shares.
During the year ended 30 June 2024, the Company did not issue any new ordinary
shares and bought back through the market 2,186,344 ordinary shares into
treasury at an average price of 45.01p and for an aggregate consideration of
£1.0m (the rationale for these buy-backs is set out opposite 'Share price
discount' below). In the period since the year end to 14 October 2024, the
Company did not issue or buy-back any shares.
The Company's current general authorities to allot for cash on a pre-emptive
or non-pre-emptive basis up to 23,719,858 ordinary shares, representing c.10%
of the ordinary shares in issue on the date the authority was granted, expires
at the conclusion of the 2024 AGM. Ordinary resolution 9 and special
resolution 10 will be proposed at the forthcoming AGM seeking renewal of such
authorities to issue ordinary shares up to 10% of the ordinary shares in issue
on the date the authorities are granted until the next AGM or 31 December
2025, whichever is the earlier. Unless specifically authorised by
shareholders, no issue of ordinary shares (or sale of ordinary shares from
treasury) on a non-pre-emptive basis will be made at a price less than the
prevailing NAV per ordinary share at the time of issue (or sale).
The Company's current authority to make market purchases of up to 35,556,067
ordinary shares, representing 14.99% of the ordinary shares in issue on the
date the authority was granted, expires at the conclusion of the 2024 AGM.
Special resolution 11 will be proposed at the forthcoming AGM seeking renewal
of this authority until the next AGM or 31 December 2025, whichever is the
earlier. The Company may hold bought-back shares in treasury and then re-sell
such shares (or any of them) for cash or cancel bought-back shares (or any of
them). Shares will only be re-sold from treasury at a premium to the NAV per
share.
Major Interests in Shares
At 30 June 2024 and 30 September 2024, the Company had been notified under the
FCA's Disclosure Guidance and Transparency Rules or was otherwise aware of the
following shareholders who were directly or indirectly interested in 3% or
more of the voting rights in the Company's issued share capital:
Holder % of voting rights % of voting rights
30 June 2024
30 September 2024
British Business Bank Finance 14.07 14.07
Schroders 11.08 10.57
Hargreaves Lansdown Asset Mgmt 7.15 7.36
RBC Brewin Dolphin 5.49 5.26
RBC Dominion Securities 5.27 5.27
Asset Value Investors Limited (UK) 3.92 4.53
Airbus Defence & Space Limited 3.69 3.69
Interactive Investor Services Limited (UK) 3.40 3.53
Directors
The names and biographical details of the Directors who all served throughout
the year are shown below. Details of the interests of the Directors and their
connected persons in the Company's ordinary shares, the Directors'
remuneration policy and their remuneration can be found in the Directors'
Remuneration Report below. No Director has a service contract with the Company
and there are no agreements between the Company and its Directors providing
for compensation for loss of office.
The rules concerning the appointment and replacement of Directors are
contained in SSIT's Articles of Association and the Companies Act 2006.
Further details are provided in the Corporate Governance Report below.
In line with the AIC Code and the Company's Articles of Association, all of
the Directors are retiring at the forthcoming AGM and each offers themself for
re-election. The Board has reviewed the performance and commitment of the
Directors standing for re-election and considers that each should continue to
serve on the Board as they bring wide, current and relevant experience that
allows them to contribute effectively to the leadership of the Company and
have demonstrated full commitment to and independence in their roles.
Directors' Insurance and Indemnification
Directors' and officers' liability insurance cover is in place in respect of
the Directors and was in place throughout the year.
The Company's Articles of Association provide that the Company may, subject to
the Companies Act 2006 and other applicable UK legislation for the time being
in force affecting the Company, indemnify any person who is a Director of the
Company against (a) any liability whether in connection with any negligence,
default, breach of duty or breach of trust by that person in relation to the
Company or any associated company or (b) any other liability incurred by or
attaching to that person in the actual or purported execution and/or discharge
of that person's duties and/or the exercise or purported exercise of that
person's powers and/or otherwise in relation to or in connection with that
person's duties, powers or office.
Related Party and Investment Manager Transactions
The Company's transactions with related parties during the year were with its
Directors. There were no material transactions between the Company and its
Directors during the year other than the amounts paid to them in respect of
Directors' remuneration for which there were no outstanding amounts payable at
the year end.
Details of amounts paid to the Investment Manager during the year are included
in note to the financial statements below. During the year, the Investment
Manager recharged the Company for £116k of third-party expenses it incurred
on the Company's behalf. There were no amounts outstanding to the Investment
Manager at 30 June 2024.
As explained below, in April 2024, the Company announced the sale of nine
early stage portfolio companies to the Venture Fund for a total consideration
of £3.8m, settled through the issuance of an interest for the Company in the
Venture Fund. The Investment Manager also acts as investment manager to the
Venture Fund.
Risks and Risk Management
The principal risks and uncertainties facing the Company are set out below.
Further details of the Company's key financial risks are set out in note 14 to
the financial statements below
Going Concern
In light of the conclusions drawn in the longer-term viability statement below
and as set out in note 2 to the financial statements below, the Directors have
a reasonable expectation that the Company has adequate resources to continue
in operational existence for at least 12 months from the date of this Annual
Report. Accordingly, the Directors believe that it is appropriate to continue
to adopt the going concern basis in preparing the financial statements.
Disclosure of Information to the Company's Auditor
Having made enquiries of the Investment Manager and Administrator, each of the
Directors confirms that, at the date of approval of this Report:
· as far as they are aware, there is no relevant audit information of
which the Auditor is unaware; and
· they have taken all the steps a Director might reasonably be expected
to have taken to be aware of any relevant audit information and to establish
that the Auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
Independent Auditor
The Directors will propose the re-appointment of BDO LLP as the Company's
Auditor and resolutions concerning this and to authorise the Audit Committee
to determine the Auditor's remuneration will be proposed at the forthcoming
AGM.
Annual Report
As disclosed in the Audit Committee Report below, after due consideration the
Audit Committee concluded that this Annual Report, taken as a whole, is fair,
balanced and understandable. Therefore, the Board is of the opinion that this
Annual Report provides the information necessary for shareholders to assess
the position and performance, strategy and business model of the Company.
Events After the Balance Sheet Date
Save as disclosed in note 17 to the financial statement below, there have been
no significant events since 30 June 2024.
2024 AGM
The next AGM will be held at 1 Fleet Place, London, EC4M 7WS (GPS postcode
EC4M 7RA) at 11.00 on 26 November 2024. The formal notice convening the AGM,
together with an explanation of the resolutions to be considered at it, will
be sent to shareholders in due course and a copy of the notice will be
published on the Company's website (https://investors.seraphim.vc
(https://investors.seraphim.vc) ).
We believe that all the resolutions to be proposed at the AGM are in the best
interests of shareholders as a whole and therefore recommend shareholders to
vote in favour of them as we will be doing with our own holdings.
Articles of Association
The Company's Articles of Association may only be amended by special
resolution at a general meeting of shareholders.
UK Listing Rule 9.8.4C
The FCA's UK Listing Rule 9.8.4C requires the Company to include certain
information in a single identifiable section of the Annual Report or a
cross-reference table indicating where the information is set out. The
Directors confirm that there are no disclosures to be made in this regard.
Approval
This Directors' Report was approved on 14 October 2024.
On behalf of the Board:
Will Whitehorn
Chair
14 October 2024
Corporate Governance Report
Corporate Governance Framework and Compliance
The FCA's Disclosure Guidance and Transparency Rules (the 'Disclosure Rules')
require listed companies to disclose how they have applied the principles and
complied with the provisions of the UK Corporate Governance Code issued by the
Financial Reporting Council (the 'FRC') in July 2018 (the 'UK Code'). The UK
Code can be viewed at www.frc.org.uk (http://www.frc.org.uk) . In January 2024
the Financial Reporting Council updated the UK Code which will apply to
financial years beginning on or after 1 January 2025.
The related Code of Corporate Governance issued by the Association of
Investment Companies (the 'AIC') in February 2019 (the 'AIC Code') addresses
the principles and provisions set out in the UK Code, as well as setting out
additional provisions on issues that are of specific relevance to listed
closed-ended investment companies, such as the Company. The AIC Code is
available on the AIC website (www.theaic.co.uk (http://www.theaic.co.uk) ). In
August 2024 the AIC Code was updated and endorsed by the FRC, the 2024 AIC
Code applies to accounting periods beginning on or after 1 January 2025, with
the exception of Provision 34 which will apply to accounting periods beginning
on or after 1 January 2026. It includes an explanation of how the AIC Code
adapts the principles and provisions set out in the UK Code to make them
relevant for listed closed-ended investment companies. The FRC has endorsed
the AIC Code and confirmed that AIC member companies who report against the
AIC Code will be meeting their obligations in relation to the UK Code and the
associated disclosure requirements of the Disclosure Rules.
The Company is a member of the AIC and the Board considers that reporting
against the principles and provisions of the AIC Code provides more relevant
information on the Company's governance arrangements to shareholders than
reporting against the principles and provisions of the UK Code.
The Board operates under a governance framework which is consistent with the
principles and provisions of the AIC Code. This Report describes how the
Company applies those principles and provisions. The Audit, Management
Engagement and Remuneration and Nomination Committee Reports below are deemed
to form part of this Report. The Board confirms that the Company complied with
the relevant principles and provisions of the AIC Code during the year.
As an externally managed investment company, the Company has no employees and
all its substantive operations are conducted on its behalf by its third-party
service providers. Consequently, the Company has not complied with the
provisions in the UK Code relating to the role of the chief executive,
executive directors' remuneration and the need for an internal audit function.
However, the Audit Committee considers the need for an internal audit function
at least annually (see below for further information).
Board Leadership and Purpose
Role of the Board
The Board is collectively responsible for promoting the long-term sustainable
success of the Company, generating value for shareholders whilst having regard
to the interests of wider society.
The Board's role is to provide leadership and direction within a robust
framework of risk management and internal controls. It sets the Company's
strategic objectives (subject to the Company's Articles of Association and
such approval of the shareholders in general meeting as may be required from
time to time) and ensures that the necessary resources are in place to enable
the Company's objectives to be met.
In managing the Company, the aim of both the Board and the Investment Manager
is always to ensure SSIT's long-term sustainable success and, therefore, the
likely long-term consequences of any decision are a key consideration. The
Investment Manager's Responsible Investment Policy is integrated into its
investment process, ensuring that it has regard to the interests of wider
society in managing SSIT's portfolio.
Company purpose and strategy
The Company's purpose is to provide a vehicle through which a broad range of
investors can gain exposure to a diversified, international portfolio of
predominantly early and growth stage privately financed SpaceTech businesses
that have the potential to dominate globally and are category leaders with
first mover advantages in areas such as climate change, sustainability,
communications, mobility and security (including cyber security). The Company
seeks to generate capital growth over the long term for shareholders.
Operating as an externally managed investment company, SSIT seeks to fulfil
its purpose by delegating operational matters to specialist third-party
service providers, subject to oversight by the Board. In particular, the
Investment Manager and Administrator are responsible for implementing the
Company's strategy and managing the Company's day-to-day operations,
respectively. The Company's success is based on such implementation and
management being effective. The Board's strategy is, therefore, to work
closely with the Investment Manager and Administrator in a long-term
relationship designed to foster an environment that is consistent with SSIT's
culture and values and contributes to achieving SSIT's strategic objectives.
Culture and values
As an externally managed investment company, SSIT's culture and values are the
product of the behaviours of both the Board and the Investment Manager and the
way in which they interact with each other and with the Company's other
stakeholders.
The Board operates in an open, respectful and inclusive manner, where
differences of perspective are welcomed and constructive challenge is
encouraged. Advice and input are sought from external advisers and others, as
required, to ensure a broad range of views are available and to guard against
groupthink.
The Investment Manager has established an organisation driven by purpose where
its employees are united by a passion to work with the most impactful
companies in the SpaceTech sector. The Investment Manager strives to develop a
culture of candour and openness, with employees empowered to innovate and work
autonomously. Value is placed on output (the quality of work produced) rather
than input (the number of hours logged). Team cohesion and collaboration are
core tenets of the Investment Manager's people strategy.
Both the Board and Investment Manager aim to ensure that SSIT is run in a
manner that is consistent with their beliefs in integrity, fairness,
transparency and diligence and responsive to the views of the Company's
shareholders and other stakeholders. Both seek to maintain high standards of
business conduct at all times.
We believe that the culture and values of the Board and Investment Manager
encourage constructive and robust challenge and debate, lead to coherent
discussions, generate strong collective wisdom and ultimately lead to good
decision making, all of which are important to the successful implementation
of the Company's strategic objectives.
Conflicts of interest
Directors have a duty to avoid situations where they have, or could have, a
direct or indirect interest that conflicts, or possibly could conflict, with
the Company's interests ('conflict situations'). As permitted by the Companies
Act 2006, the Company's Articles of Association allow the Directors to
authorise conflict situations, where appropriate.
The Board has a procedure in place to deal with conflict situations. As part
of this process, Directors must submit any actual or potential conflict
situations they may have to the Board for approval as soon as possible. In
deciding whether to approve a conflict situation, the Board will act in a way
it considers, in good faith, will be most likely to promote the Company's
success, taking into consideration whether the Director's ability to act in
accordance with their wider duties is affected. The Company Secretary
maintains the register of approved conflict situations (which also includes a
list of other external positions held). Directors have a duty to keep the
Board updated about any changes to their approved conflict situations. In
certain circumstances the conflicted Director may be required to absent
themself from discussions or decisions on the matter on which they are
conflicted. No such circumstances arose in the year. None of the Directors
have, or have had, any potential conflicts of interest of the nature listed in
provisions 6 and 12 of the AIC Code.
The Board also has a procedure in place to manage potential conflicts of
interest of the Investment Manager. These can arise, for example, where share
options and/or warrants have been granted to an affiliate of the Investment
Manager by a participant in an accelerator programme run by that affiliate and
the Company subsequently has the opportunity to invest in the participant. In
such instances, only the independent advisory committee members of the
Investment Manager's Investment Committee (listed below) consider the
investment at the Investment Committee meeting, and the final stage of the
Board's conflict management process requires any such investment to be
approved by the Board before it is made. Details of potential conflicts of
interest of the Investment Manager that arose during the year are set out
opposite 'Investment approvals' below.
Division of Responsibilities
The Board has overall responsibility for the Company's activities. However,
the Company has delegated or outsourced various matters to its standing
Committees and key service providers, most notably the Investment Manager and
the Administrator, all of which operate within clearly defined terms of
reference or agreements that set out their roles, responsibilities and
authorities.
Board
The Board's principal responsibilities include:
· determining the Company's strategic objectives;
· overseeing the execution of the Company's strategy, business conduct
and implementation of its key investment, financial, operational and
compliance policies, ensuring they are aligned with SSIT's purpose and
strategy and the Board's culture and values and that any necessary corrective
action is taken;
· ensuring that appropriate internal controls and risk management
frameworks are in place to enable risk to be managed and continually assessed;
· scrutinising the performance of the Investment Manager, Administrator
and other key service providers and holding them to account; and
· ensuring effective engagement with, and encouraging participation from,
shareholders and other key stakeholders.
Matters not delegated or outsourced to Committees and key service providers
are reserved for consideration and approval by the Board (including those
matters listed in a formal schedule of reserved matters approved by the
Board), thus enabling the Board to maintain full and effective control over
appropriate strategic, financial, operational and compliance matters. The
reserved matters include:
• approving SSIT's long-term objectives and any matters of a strategic
nature, including any change in investment objective, policy and restrictions,
including those which may need to be submitted to shareholders for approval;
• the appointment and removal of key service providers and any material
amendments to the Company's agreements with them;
• approval of any other material contracts and agreements entered into,
varied or terminated;
• approving any transactions with related parties;
• approval of quarterly and any ad hoc NAV and other financial
announcements;
• approval of the Company's operating and marketing budgets;
• the Company's corporate governance arrangements; and
• approving any actual or potential conflicts of interest, including any
potential investments in respect of which the Investment Manager may have a
potential conflict of interest.
The full schedule of matters reserved for the Board is available on the
Company's website (https://investors.seraphim.vc/
(https://investors.seraphim.vc/) ).
The primary focus at Board meetings is a review of investment performance and
associated matters (such as new investments, progress of portfolio companies,
investment pipeline, projected cash flow and market environment), share price
discount/premium, investor relations, industry issues, legal and regulatory
(including corporate governance) developments and principal and emerging risks
and uncertainties, in particular those identified in the Strategic Report.
Chair
The Chair is Will Whitehorn. His primary role as Chair is to provide
leadership to the Board. The principal responsibilities of the Chair include:
• ensuring the overall effectiveness of the Board in directing the
Company;
• taking a leading role in setting the Company's strategic objectives;
• facilitating open, honest and constructive debate among Directors and
the effective contribution of all Directors;
• ensuring the Company is meeting its responsibilities to shareholders and
wider stakeholders; and
• engaging with shareholders to ensure that the Board has a clear
understanding of their views.
Full details of the Chair's role and responsibilities are available on the
Company's website (https://investors.seraphim.vc/
(https://investors.seraphim.vc/) ).
Senior Independent Director ('SID')
The SID is Sue Inglis. Her primary responsibilities as such are to serve as a
sounding board for the Chair, act as an intermediary for other Directors and
be available to respond to shareholders' concerns if they cannot be resolved
through the normal channels of communication (i.e. through the Chair). The SID
leads the annual evaluation of the Chair. Full details of the SID's role and
responsibilities are available on the Company's website
(https://investors.seraphim.vc/ (https://investors.seraphim.vc/) ).
Board Committees
The Board has three standing Committees, being the Audit Committee, Management
Engagement Committee and Remuneration and Nomination Committee. The roles and
responsibilities of the Committees are included in their respective Reports
below and the terms of reference of each Committee are available on the
Company's website (https://investors.seraphim.vc/
(https://investors.seraphim.vc/) ). The Committees review their terms of
reference at least annually, with any proposed changes recommended to the
Board for approval. Committee Chairs attend AGMs to answer any questions on
each of their Committees' activities. In addition, Committee Chairs will seek
engagement with shareholders on significant matters related to their areas of
responsibility.
The Board may also establish additional Committees from time to time to take
operational responsibility on specific matters. These Committees ensure that
key matters are dealt with efficiently.
Investment Manager
The Investment Manager is the Company's alternative investment fund manager
(the 'AIFM') for the purpose of the EU AIFM Directive as incorporated into UK
legislation. The Investment Management Agreement dated 22 June 2021 between
the Company and the Investment Manager (the 'IMA') sets out the matters in
respect of which the Investment Manager has authority and responsibility,
subject to the overall control and supervision of the Board. These include the
Investment Manager having full discretion in relation to SSIT's portfolio
management activities in accordance with SSIT's investment policy and any
other restrictions imposed by the IMA or the Board from time to time. The
Investment Manager is also responsible for promoting the Company's investment
proposition to professional and retail investors.
In advance of Board meetings, the Investment Manager provides regular reports,
which include operating updates on the Company's investments, information on
potential new investment opportunities, cash flow forecasts and other
financial information and other relevant information. Senior representatives
of the Investment Manager attend Board meetings. The Investment Manager is
responsible for keeping the Board informed, in a timely manner, of any
material developments arising from its portfolio management activities or
other relevant matters, including interactions with shareholders and other key
stakeholders.
Under the IMA, the Investment Manager is entitled to management fees, details
of which are included in note 4 to the financial statements below. The
Investment Manager's appointment is terminable by the Company or Investment
Manager on not less than 12 months' notice, such notice to expire on or at any
time after the third anniversary of SSIT's launch. The IMA may be terminated
with immediate effect on the occurrence of certain events.
Administrator/Company Secretary
The Company has appointed the Administrator to provide fund accounting,
company secretarial and other administrative services. The Administrator's
responsibilities include:
• undertaking the day-to-day financial and administration functions of the
Company, including calculation of the NAV and maintenance of the Company's
accounting and statutory records;
• providing the company secretarial functions required by the Companies
Act 2006;
• ensuring that the Company complies with applicable laws, rules and
regulations, including laws and regulations applicable to investment trusts
and the rules of the FCA and London Stock Exchange;
• advising on governance matters;
• supporting the Board to ensure that it has the policies, processes and
information it needs to function effectively and efficiently;
• ensuring that Board procedures are followed; and
• facilitating good and timely information flows within the Board and its
Committees and between Directors and the Investment Manager and other service
providers.
In advance of Board meetings, the Administrator provides regular reports,
which include financial and other operational information, details of any
breaches or complaints and relevant legal and regulatory, corporate governance
and other technical updates. The Administrator is responsible for keeping the
Board informed, in a timely manner, of any material developments regarding
matters within the scope of its role and responsibilities.
Board and Committee Meetings
Regular Board and Committee meetings are scheduled throughout the year (Board:
four; Audit Committee: eight, including four valuation meetings; Management
Engagement Committee: one; Remuneration and Nomination Committee: one). In
addition, the Board and Committees meet between scheduled meetings in
preparation for or follow-up after scheduled meetings and any other matters
that may arise between scheduled meetings. The Company also holds an annual
strategy meeting to enable the Directors to consider strategic matters outside
of standard Board meetings.
The Company Secretary assists the Board and Committee Chairs in agreeing the
agenda in sufficient time before the meeting to allow input from key
stakeholders. Care is taken to ensure that papers are presented clearly and
with the appropriate level of detail and delivered in a timely manner in
advance of the relevant meeting to ensure the Directors have sufficient time
to prepare properly for the meeting and to make further enquiries about any
matter prior to the meeting, should they so wish. This also allows any
Director who is unable to attend to submit views in advance of the meeting.
The Investment Manager, the Administrator and, as required, the Company's
other key service providers are expected to be present at formal Board and
Committee meetings unless identified conflicts require otherwise.
The proceedings at all Board and Committee meetings are fully recorded,
including any Director's concerns, in the minutes. After each Board and
Committee meeting, the Company Secretary operates a follow-up procedure to
ensure that actions are completed as agreed by the Board or Committee.
Attendance at meetings
The number of scheduled meetings during the year, and the attendance of the
individual Directors at those meetings, is shown in the table below.
Board Audit Committee Remuneration and Nomination Committee Management Engagement Committee
No. of meetings 4 8 1 1
Will Whitehorn 4 8 1 1
Sue Inglis 4 8 1 1
Angela Lane 4 8 1 1
Christina McComb 4 8 1 1
In addition to the scheduled meetings, there were two ad hoc Board and
Committee meetings during the year. Typically, all Directors attend ad hoc
meetings, although this is not always feasible or necessary and Directors who
are unable to attend a meeting can communicate their views ahead of the
meeting. The Board also meets from time to time on an informal basis to
discuss, in particular, developments affecting the Company and progress on
identified workstreams.
Board Composition and Succession
Board composition and independence
At the date of this Report, the Board consists of four non-executive
Directors, all of whom are (and were on appointment) independent of the
Investment Manager. Each of the Directors is (and was on appointment)
independent when assessed against the circumstances set out in provision 13 of
the AIC Code.
The current Board was selected to bring a breadth of professional skills,
experience and knowledge relevant to the Company's structure and strategy.
Three of the Directors were appointed prior to the IPO and the fourth joined
the Board on 1 January 2022. Details of the Directors, including their
professional skills and experience, are set out below.
The composition of the Board is a fundamental driver of its success as the
Board must provide strong and effective leadership of the Company without any
one individual or small group dominating the decision-making. The strong and
diverse mix of experienced individuals on the current Board enables high
calibre debate and constructive challenge. The Board is able to use the
professional skills, experience and knowledge of the individual Directors to
their maximum potential and make decisions that are in the best long-term
interests of the Company.
The Board's tenure, succession and diversity policies seek to ensure that the
Board continues to be well-balanced and refreshed from time to time by the
appointment of new Directors with the necessary professional skills,
experience, knowledge and personal qualities and who can bring fresh
perspectives.
Board diversity
In accordance with the FCA's UK Listing Rules 14.3.33, we are required to
disclose on a 'comply or explain' basis whether the Board has met the
following targets: (a) at least 40% of the Board should be women; (b) at least
one of the senior Board positions should be held by a woman; and (c) at least
one member of the Board should be from a minority ethnic background. The
required disclosures are set out in the tables below and are based on
information provided by individual Directors in response to a request from the
Administrator.
As an externally managed investment company with solely non-executive
Directors, the Company does not have a chief executive or a chief financial
officer (both being 'senior positions' under the relevant FCA UK Listing Rule)
and has no employees. Accordingly, no disclosures about executive management
positions have been included. However, given the nature of the Company, the
Board considers the chair of the Audit Committee to be senior positions and,
therefore we have added a further (last) column to the prescribed tables below
to show the Board-defined senior positions.
Board gender representation at 30 June 2024
No. of Board members % of Board No. of senior positions on Board (Chair, SID) No. of Board-defined senior positions (Chair, SID, Audit Committee Chair)
Men 1 25% 1 1
Women 3 75% 1 2
Other categories - - - -
Not specified/prefer not to say - - - -
Board ethnicity representation at 30 June 2024
No. of Board members % of the Board No. of senior positions on Board (Chair, SID) No. of Board-defined senior positions (Chair, SID, Audit Committee Chair)
White British or other White (including minority-white groups) 4 100 2 3
Mixed/Multiple Ethnic groups - - - -
Asian/Asian British - - - -
Black/African/ Caribbean/Black British - - - -
Other Ethnic group, including Arab - - - -
Not specified/ prefer not to say - - - -
As shown in the tables above, the Board has met the gender-based diversity
targets but has not met the ethnicity-based diversity target. The Board
supports the principle of boardroom diversity, of which gender and ethnicity
are important aspects. The Company's policy is that the Board should be
comprised of Directors who collectively display the necessary balance of
professional skills, experience, perspectives and length of service and that
appointments to the Board should be made on merit, against objective criteria,
including diversity in its broadest sense.
The objective of the of the Company's diversity policy is to have a broad
range of professional skills, knowledge, experience, backgrounds, approaches
and length of service represented on the Board. The Board believes that this
ensures that there is a breadth of perspectives among the Directors and the
challenge needed to support good decision-making and, ultimately, will make
the Board more effective in promoting the long-term sustainable success of the
Company and generating value for shareholders. Consequently, achieving a
diversity of perspectives and backgrounds on the Board is a key consideration
in any Director search process.
As part of its annual evaluation of the composition of the Board, the
Remuneration and Nomination Committee debated whether it would be in
shareholders' interests to recruit, at this stage, a Director that would allow
the Board to meet the ethnicity-based diversity target referred to above. As
explained in its Report below, the Remuneration and Nomination Committee
decided against recruiting an ethnically diverse Director at this time.
Appointments to the Board
The Remuneration and Nomination Committee reviews at least annually the
composition of the Board and its Committees, including the balance of
professional skills, experience, knowledge, diversity (including age, gender,
social and ethnic backgrounds and cognitive and personal strengths) and length
of service, and makes recommendations to the Board when it considers that a
new Director should be recruited.
Once a decision has been taken by the Board to recruit a new Director, the
Remuneration and Nomination Committee oversees the recruitment process. At the
outset, the Committee reviews the current balance and diversity of the Board,
identifies any specific professional skills, experience, knowledge and
personal qualities that are required to ensure the continued effective
operation of the Board and then sets objective selection criteria to ensure a
formal and transparent appointment process. The Remuneration and Nomination
Committee intends to use non-executive director recruitment consultants and/or
open advertising when recruiting new Directors. Following the creation of a
shortlist of candidates, the decision-making process will be based on merit,
with due consideration of the objective selection criteria identified.
When considering new appointments, the Committee also takes into account other
demands on the candidates' time. In advance of joining the Board, successful
candidates will be asked to disclose any existing significant commitments with
an indication of the time involved and to confirm that they are able to
allocate sufficient time to the business of the Company and that there are no
situations where they have, or could have, a direct or indirect interest that
conflicts, or possibly could conflict, with the Company's interests.
Directors are not appointed for any specific term and are subject to election
at the first AGM following their appointment and, thereafter, annual
re-election at AGMs appointment and may resign by notice in writing to the
Board at any time. At the time of appointment, a new Director receives a
letter of appointment that sets out their duties and obligations. Copies of
the letters of appointment of the current Directors are available for
inspection at the Company's registered office and at each AGM.
Board induction and training
New Directors receive an induction on joining the Board covering the Company's
strategy, policies, operational structure and governance, which is coordinated
by the Company Secretary. In addition, new Directors are briefed fully about
the Company's strategy and portfolio by the Investment Manager.
The Company Secretary is charged with assisting in the ongoing training and
development of all Directors, including providing the Directors with details
of the Company's regulatory and statutory obligations (and changes thereto).
Directors are able to receive training or additional information on any
specific subject pertinent to their role as a Director that they request or
require. The Directors are encouraged to participate in relevant industry
events and to attend any other relevant seminars and conferences, if
necessary, at the Company's expense.
Information and support
To enable the Board to function effectively and the Directors to discharge
their responsibilities, the Directors are regularly updated on investment,
financial, investor and other stakeholder engagement and other matters. In
addition to periodic reporting at scheduled Board and Committee meetings, the
Directors receive, and may request, ad hoc information from the Investment
Manager, Administrator and other key service providers.
The Directors have access to the advice and services of the Administrator. In
addition, there is a procedure in place for Directors to take independent
professional advice at the Company's expense should this be required to aid
them in their duties. No such independent professional advice was sought
during the year under review
Time commitment
All Directors are aware of the need to allocate sufficient time to the Company
in order to discharge their responsibilities effectively. Directors must
obtain prior approval from the Board when they take on any additional external
appointments and it is their responsibility to ensure that such appointments
will not prevent them meeting their time commitments to the Company.
Election and re-election by shareholders
Directors are required to stand for election at the first AGM following their
and annual re-election at each subsequent AGM. Directors' appointments are
reviewed by the Remuneration and Nomination Committee ahead of their
submission for election or re-election, with submission being contingent on
satisfactory performance evaluation and their willingness to continue to act.
If, at a general meeting at which a Director retires, the Company neither
re-elects that Director nor appoints another person to the Board in the place
of that Director, the retiring Director shall, if willing to act, be deemed to
have been re-elected unless at the general meeting it is resolved not to fill
the vacancy or a resolution for the re-election of the Director is put to the
meeting and not passed.
All of the Directors will retire at the forthcoming AGM and are willing to
continue to act. Having considered their effectiveness, demonstration of
commitment to the role, attendance at meetings and contribution to the Board's
and Committees' deliberations, the Board has approved the nomination for
re-election of all of the Directors.
Board tenure
The Board's policy on Director, including Chair, tenure is that a Director
should normally serve no longer than nine years but, where it is in the best
interests of the Company, its shareholders and other stakeholders, a Director
may serve for a limited time beyond that.
The Board believes that the continuity of experience and knowledge of its
Directors is important and that a suitable balance requires to be struck with
the need for refreshing the professional skills and experience of the Board.
The Board believes that some limited flexibility in its approach to Director,
including Chair, tenure will enable it to manage succession planning more
effectively.
Succession planning
The Remuneration and Nomination Committee is responsible for succession
planning and its approach to succession planning is explained in its Report
below.
Annual Performance Evaluations
Board, Committees, Chair and individual Directors
Details on the annual evaluations of the Board, its standing Committees, the
Chair and individual Directors, conducted by the Remuneration and Nomination
Committee, are included in that Committee's Report below. Having considered
the Committee's report and recommendations, the Board accepted all the
Committee's recommendations.
Investment Manager
Details on the annual evaluation of the Investment Manager, conducted by the
Management Engagement Committee, are included in that Committee's Report
below. Having considered the Committee's report and recommendation, the Board
believes that the continued appointment of the Investment Manager on the terms
agreed is in the interests of the shareholders as a whole.
Administrator and other key service providers
Information on the annual evaluations of the Administrator and other key
service providers is included in the Management Engagement Committee Report
below. Having considered the Committee's report and recommendations, the Board
accepted all the Committee's recommendations.
Risk Management and Internal Controls
A critical factor in achieving the long-term sustainable success of the
Company is understanding the risks that the Company faces and ensuring that
controls are in place to manage and mitigate them. The Company's principal and
emerging risks, together with details of how we seek to manage and mitigate
them, are set out in the Strategic Report. The Company's financial risks are
discussed in note 14 to the financial statements below .
Responsibility for risk management and internal controls
The Board is responsible for determining the nature and extent of the
principal and emerging risks the Company is willing to take in order to
achieve its long-term strategic objectives. The Board is also responsible for
maintaining the Company's systems of risk management and internal controls
(such as financial, operational and compliance controls).
Risk management and internal control systems
The Board, through the Audit Committee, has established, in conjunction with
the Investment Manager and Administrator, an ongoing process that is designed
to identify, manage and mitigate on a timely basis both the principal and
emerging risks inherent to the Company's business and activities and safeguard
the Company's assets. The process takes account that the Company has delegated
its day-to-day activities to the Investment Manager and Administrator and has
clearly defined their roles, responsibilities and authorities. The Investment
Manager, which is regulated by the FCA, and Administrator have their own risk
management and internal control systems that operate on an ongoing basis. The
Administrator has an annual type 2 report produced under the International
Standard on Assurance Engagements (ISAE) 3402, which entails an independent
rigorous examination and testing of its controls and processes.
The Company has a risk-based approach to risk management and internal controls
through a detailed matrix that identifies each of the key risk associated with
the Company's business and activities and the controls employed to mitigate
those risks. Accordingly, the process seeks to manage rather than eliminate
the risk of failure to achieve the Company's business objectives and provides
reasonable, but not absolute, assurance against material misstatement or loss.
The Audit Committee is responsible for monitoring and regularly reviewing the
Company's risk management and internal control process, including the risk
matrix, and reports its findings and conclusions to the Board. Where changes
in risk are identified during the year, the risk matrix is updated as
appropriate and an assessment made as to whether further action is required to
manage and/or mitigate the changes identified and then the updated risk matrix
is recommended by the Audit Committee to the Board for approval.
The Board, either directly or through the Audit Committee, oversees the
ongoing performance and actions of the Investment Manager and Administrator at
scheduled meetings and, as required, at ad hoc meetings. At the scheduled
Board and Audit Committee meetings, the Investment Manager reports on the
performance and valuation of the Company's investments, activities since the
last scheduled meetings, any specific new or merging risks identified relating
to the Company's investment activities and cash projections and the
Administrator reports on the Company's corporate activity and financial,
compliance, governance, legal and regulatory matters. The Board also receives
updates from the Investment Manager and Administrator on material developments
affecting the Company's business, activities or investments between scheduled
Board meetings.
The Board, Investment Manager and Administrator, together, review all
financial performance and results notifications. In addition, the Investment
Manager reports to the Board twice a year regarding the Company's longer-term
viability, which includes financial sensitivities and stress testing of the
business to ensure that the adoption of the going concern basis continues to
be appropriate.
The Company is ultimately dependent upon the quality and integrity of the
management and staff of the Investment Manager and Administrator. In each
case, qualified and able individuals have been selected at all levels. The
Investment Manager and Administrator are aware of the Company's risk
management and internal controls relevant to their activities and are
collectively accountable for the operation of those controls.
Each year a detailed review of the quality of services and performance of the
Investment Manager, Administrator and other key service providers pursuant to
their terms of engagement is undertaken by the Management Engagement
Committee.
The Company's risk management and internal control systems accord with the AIC
Code and the FRC's 'Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting' were in operation, and did not change
materially, throughout the year and up to the date of this Report.
Effectiveness of risk management and internal controls
The AIC Code requires the Board to review the effectiveness of the Company's
systems of risk management and internal controls at least annually. At its
October 2024 meeting, the Audit Committee carried out an annual assessment of
the Company's risk management and internal controls for the year ended 30 June
2024 and took into account events since the year end. The Committee determined
that the risk management and internal controls were operating effectively and
as expected.
Based on the ongoing work of the Audit Committee in monitoring the risk
management and internal control systems on behalf of the Board and the Audit
Committee's report to the Board on its findings and conclusions regarding
those systems, the Board:
· is satisfied that it has carried out a robust assessment of the
principal and emerging risks facing the Company, including those that could
threaten its business model, future performance, solvency, liquidity or
reputation; and
· has reviewed the adequacy and effectiveness of the risk management and
internal control systems and no significant failings or weaknesses were
identified.
Internal Audit Function
For the reasons stated in the Audit Committee Report below, the Board does not
currently consider that an internal audit function is required.
Relations with Shareholders and Other Stakeholders
We place great importance on communication with shareholders, as well as with
the Investment Manager, Administrator and other key stakeholders. Details of
our engagement with all of the Company's key stakeholders and examples of how
we had regard to those stakeholders in our decision-making processes during
the year are set out in the Strategic Report. In addition, the Chairs of the
Board's standing Committees will seek to engage with shareholders on
significant matters related to their areas of responsibility.
The Board recognises that relationships with service providers and other
suppliers are enhanced by prompt payment and the Administrator, in conjunction
with the Investment Manager, ensures all payments are processed within the
contractual terms agreed with individual suppliers.
Approval
This Corporate Governance Report was approved by the Board on 14 October 2024.
On behalf of the Board:
Will Whitehorn
Chair
October 2024
Audit Committee Report
Angela Lane
I am pleased to present my report as Chair of the Audit Committee. All Board
members are also members of the Committee.
The Committee members have considerable business and financial experience. In
particular, I am a Fellow of the Institute of Chartered Accountants in England
and Wales. The AIC Code permits the Chair of the Board to be a member of the
Committee and the Board believes that Will Whitehorn's SpaceTech industry
experience and knowledge is a significant benefit to the Committee. The Board
considers that the membership of the Committee as a whole has sufficient
recent and relevant sector and financial experience to discharge the
responsibilities of the Committee All members of the Committee are independent
of the Company's Auditor, Investment Manager and Administrator.
The role of the Committee is to assist the Board in protecting shareholders'
interests through fair, balanced and understandable financial reporting,
ensuring effective internal controls and maintaining an appropriate
relationship with the Company's Auditor. The Committee operates to a
forward-planned agenda linked to the Company's financial calendar. The
Committee meets eight times a year (four valuation meetings and four meetings
to, amongst other matters, approve the quarterly NAVs) and at such other times
as the Committee Chair shall require.
Representatives of the Investment Manager and Administrator attend Committee
meetings and the Committee Chair may invite other external specialists as and
when deemed appropriate. The Auditor attends the Committee meeting at which
the Annual Report is considered and such other meetings as may be agreed with
the Committee Chair. At least once a year the Committee meets with the Auditor
without any representative of the Investment Manager or Administrator being
present.
The Committee's authority and duties are clearly defined in its written terms
of reference which are available on the Company's website
(https://investors.seraphim.vc/ (https://investors.seraphim.vc/) ). The terms
of reference include all matters indicated by the FCA's Disclosure Guidance
and Transparency Rule 7.1, the AIC Code and the UK Code. The terms of
reference are reviewed at least annually.
Key responsibilities
· Scrutinising and, where appropriate, challenging the Investment
Manager's proposed valuations of SSIT's private company investments.
· Monitoring the integrity of SSIT's financial reporting and, where
appropriate, challenging the financial reporting judgements of the Investment
Manager and Administrator.
· Keeping under review the adequacy and effectiveness of SSIT's risk
management and internal control systems.
· Considering the ongoing assessment of SSIT as a going concern and of
its longer-term viability.
· Appointing the Auditor, approving its remuneration, monitoring the
extent of any proposed non‑audit services and generally overseeing the
relationship.
· Monitoring the Auditor's independence, objectivity and effectiveness.
· Reviewing the performance and quality of the Auditor's audit work.
· Reporting to the Board on the main matters discussed at Committee
meetings and making recommendations as appropriate.
Principal Activities
The Committee met eight times during the year and two times in the subsequent
period to the date of this Report. In addition, there was ongoing liaison and
discussion between the Auditor (BDO LLP), Investment Manager, Administrator
and me with regard to the audit approach and progress and other matters
pertinent to the Committee.
The main matters reviewed and discussed at its meetings included:
· the Investment Manager's valuation approach and the quarterly
valuations of the Company's investments prepared by the Investment Manager;
· SSIT's key risks, including emerging risks, and its risk matrix;
· the adequacy and effectiveness of the Company's risk management and
internal control systems;
· SSIT's costs budget and costs incurred relative to budget;
· SSIT's ability to continue as a going concern and of its longer-term
viability;
· SSIT's periodic financial statements, including accounting policies;
· the format and content of the Annual and Interim Reports, associated
results announcements and related matters;
· whether there is a need for an internal audit function;
· the Financial Reporting Council's latest Annual Review of Audit
Quality Report and its Audit Quality Inspection and Supervision Report on
BDO LLP;
· the Auditor's independence, fee and terms of engagement; and
· the audit plan of the Auditor and its implementation.
Significant Areas of Judgement
The most significant risk of misstatement of the Company's financial
statements relates to the valuations of SSIT's private company investments,
which are held at fair value through profit or loss and represent a
significant proportion of the Company's net assets (83.3% as at 30 June 2024),
as their valuations the use of estimates, assumptions and judgements. Whilst
the Administrator calculates the NAV, the most significant input to
calculating the NAV is the valuations of the Company's investments, which are
prepared by the Investment Manager. Accordingly, there is also an inherent
risk of management override as the Investment Manager's performance fee is
calculated based on NAV (see note 4 to the financial statements below for
details of the performance fee). Valuations are subject to review by the
Committee and approval by the Board.
The Company's private company investments are predominantly early or growth
stage companies. Valuations are prepared in accordance with the IPEV Valuation
Guidelines and the Investment Manager's valuation policy, which is formally
reviewed by the Audit Committee on at least an annual basis and is approved by
the Board. The Investment Manager's Report approach to valuation of
investments is outlined in its Report below and notes 2 and 8 to the financial
statements below respectively.
On a quarterly basis, the Investment Manager provides a detailed analysis of
the proposed valuations of the Company's investments with supporting
materials. These are initially reviewed and discussed in detail by the
Committee at a valuation meeting and the Committee, as necessary, challenges
the analysis and supporting materials, including the methodology and integrity
of the valuations, and may request additional information. The final proposed
valuations are then considered by the Committee at its meeting to approve the
quarterly NAV. Once the Committee has satisfied itself that the key estimates,
assumptions and judgements used in the valuations are appropriate and that the
investments have been fairly valued, it recommends the valuations for approval
by the Board.
The Auditor has explained the results of its audit work on valuations in its
Report below. There were no adjustments proposed that were material in the
context of this Annual Report as a whole.
Risk Management and Internal Controls
Under the AIC Code, the Board is required to establish procedures to manage
risk, oversee the internal control framework and determine the nature and
extent of the principal risks the Company is willing to take in order to
achieve its long-term strategic objectives. A principal role of the Committee
is to assist the Board in this regard. Details of the Company's risk
management and internal controls framework are set out under 'Principal Risks
and Uncertainties' below. The Company's principal and emerging risks, together
with details of how the Board seeks to manage and mitigate them, are also set
out under 'Risk and Risk Management' below. The Committee continued to monitor
the effectiveness of the Company's risk management and internal controls
framework during the year, making changes as required.
The AIC Code requires the Board to review the effectiveness of the Company's
risk management and internal controls systems at least annually. At its
October 2024 meeting, the Committee carried out an annual assessment of the
Company's risk management and internal control systems for the year ended 30
June 2024 and took into account events subsequent to the year end. No
significant weaknesses in the systems were identified and the Committee
concluded that they were operating effectively and as expected.
Financial Reporting
The primary role of the Committee in relation to financial reporting is to
review, with the Administrator, Investment Manager and, in the case of the
Annual Report, Auditor, and report to the Board on the integrity of the
financial statements and the appropriateness of the Annual or Interim Report,
as appropriate, concentrating on, amongst other matters:
· the quality and acceptability of accounting policies and practices;
· the clarity of the disclosures and compliance with financial reporting
standards and relevant financial and governance reporting requirements;
· material areas in which significant judgements are applied or where
there have been discussions with the Auditor, including the valuation of
unlisted investments and going concern and viability statements;
· the Company's longer-term viability;
· whether the strategic report in the Annual Report includes a fair
review of the development and performance of the business and financial
position of the Company, together with a description of the principal and
emerging risks and uncertainties that it faces; and
· whether the Annual Report, 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.
To aid its review, the Committee considers reports from the Administrator and
Investment Manager and, in relation to the Annual Report, the report from the
Auditor on the outcome of its annual audit. Information on the assessment of
SSIT's longer-term viability is set out in the Strategic Report.
Having completed a comprehensive review of this Annual Report and made
enquiries of the various parties involved in its preparation, the Committee
concluded that this Annual Report, taken as a whole, is fair, balanced and
understandable and provides the necessary information for shareholders to
assess the Company's financial position, performance, business model and
strategy. The Committee reported its conclusion to the Board.
Internal Audit
The Committee considers at least once a year whether there is a need for an
internal audit function. Currently, the Committee does not consider there to
be a need for an internal audit function on the basis that the Company has no
employees and all outsourced functions are with parties who have their own
internal controls and procedures. The Management Engagement Committee
regularly reviews the performance of the Investment Manager, Administrator and
other key service providers and their risk and control processes.
Auditor
BDO LLP was appointed as the Company's Auditor following its incorporation.
The reappointment of the Auditor is subject to annual shareholder approval at
the AGM. There are no contractual obligations restricting the choice of
Auditor and the Company will put the audit services contract out to tender at
least every 10 years. In accordance with professional guidelines, the
Company's statutory auditor will be rotated at least every five years. The
current statutory auditor, Mr Wieder, has completed his third year in the
role.
To form a view on audit quality and the effectiveness of the external audit
process, the Committee reviewed and considered:
· the Auditor's fulfilment of the agreed audit plan and variations from
it;
· discussions or reports highlighting the major issues that arose during
the course of the audit;
· based on the Committee's own observations and interactions with the
Auditor and feedback from the Administrator and Investment Manager, the
performance of the audit team, including:
- the audit team's understanding of the Company's business and activities;
- the level of diligence, professional scepticism and challenge offered by the
audit team;
- the technical competence, skills, experience and overall quality of the
audit team;
- the timeliness of delivering the tasks required for the audit and reporting
to the Committee;
- the overall quality of the service; and
- the overall robustness of the audit.
Following this review, the Audit Committee was satisfied that BDO LLP had
carried out its duties in a diligent and professional manner and provided a
high level of service.
The Committee monitors the Auditor's independence through three aspects of its
work:
· its policy regulating the non-audit services that may be provided by
the Auditor to the Company;
· assessing the appropriateness of the fees paid to the Auditor for all
work undertaken by it; and
· reviewing the information and assurances provided by the Auditor on its
compliance with the relevant ethical standards.
Details of the audit fees paid to BDO LLP in respect of the year under review
and the prior year are set out in note 5 to the financial statements below .
During the last three financial years, BDO LLP was paid non-audit fees of
£210k (including VAT) in relation to share issue and valuation work completed
before the IPO. Notwithstanding such non-audit services, the Committee
considered BDO LLP to be independent of the Company and that the provision of
such services was not a threat to BDO LLP's objectivity and independence.
BDO LLP confirmed that all its partners and staff involved with the audit were
independent of any links to the Company and that these individuals had
complied with BDO LLP's ethics and independence policies and procedures which
are fully consistent with the Financial Reporting Council's Ethical Standards.
Having satisfied itself as to the effectiveness of the audit process and
independence of BDO LLP as the Company's Auditor, the Committee recommended to
the Board that BDO LLP be reappointed as Auditor for the year ending 30 June
2024. Accordingly, a resolution proposing the reappointment of BDO LLP as the
Auditor will be put to shareholders at the 2024 AGM.
The Committee will continue to monitor the performance of the Auditor on an
annual basis and will consider its independence and objectivity, taking
account of appropriate guidelines. In addition, the Committee Chair will
continue to maintain regular contact with the lead audit partner outside the
formal Committee meeting schedule, not only to discuss formal agenda items for
upcoming meetings, but also to review any other significant matters.
Committee Evaluation
The Audit Committee's composition and activities are reviewed annually as part
of the Board's annual performance evaluation undertaken by the Remuneration
and Nomination Committee (see the Remuneration and Nomination Committee Report
below for further information). Having completed the annual evaluation process
in May 2024, the Remuneration and Nomination Committee concluded that the
Audit Committee had the right balance of membership in terms of breadth of
professional skills, experience and knowledge relevant to the Company's
structure and strategy and was operating effectively with the appropriate
level of diligence and challenge.
Approval
This Audit Committee Report was approved on 14 October 2024.
On behalf of the Committee:
Angela Lane
Audit Committee Chair
14 October 2024
Management Engagement Committee Report
Christina McComb
I am pleased to present my report as Chair of the Management Engagement
Committee. All Board members are also members of the Committee.
The Committee's authority and duties are clearly defined in its written terms
of reference which are available on the Company's website
(https://investors.seraphim.vc/ (https://investors.seraphim.vc/) ). The terms
of reference are reviewed at least annually.
The Committee meets once a year and at such other times as the Committee Chair
shall require. It met once during the year.
Key responsibilities
· Evaluating the performance of the Investment Manager.
· Considering the merit of obtaining an independent appraisal of the
Investment Manager's services.
· Reviewing the terms of the Investment Management Agreement, including
the methodology and level of the fees payable to the Investment Manager.
· Evaluating the performance of SSIT's other key service providers
(except for the Auditor) and whether those service providers deliver value for
money services.
· Assessing whether the culture, policies and practices of the Investment
Manager and other key service providers are consistent with good risk
management, compliance and regulatory frameworks.
· Reporting to the Board on the main matters discussed at Committee
meetings and making recommendations as appropriate.
Principal Activities During the Year
Evaluation of the Investment Manager
The performance of the Investment Manager is considered at every Board
meeting, with a formal evaluation by the Committee at least once each year. To
assist in ongoing monitoring, the Board receives detailed reports and views
from the Investment Manager on the Company's investment strategy, investment
portfolio and pipeline (including associated risks) and investment
performance.
The Committee met in May 2024 for the purpose of the formal annual evaluation
of the Investment Manager's performance and to review the terms of the
Investment Management Agreement (details of which are included under
'Investment Manager' below and in note 4 to the financial statements below),
including the fee provisions. The Committee reviewed a detailed questionnaire
completed by the Investment Manager, which included sections on the Investment
Manager's systems, controls and policies. The results of the detailed
questionnaire completed by the Directors and the Investment Manager in
connection with the Board evaluation, to the extent that they were relevant to
the Investment Manager evaluation, were also reviewed. Other factors reviewed
included:
· depth, quality and continuity of the Investment Manager's team
responsible for SSIT;
· investment results achieved to date;
· the Investment Manager's engagement with the Board, investors and other
key stakeholders;
· the Investment Manager's ongoing commitment to promoting the Company;
· the Investment Manager's compliance with contractual arrangements and
duties, including compliance with SSIT's investment policy;
· the methodology and level of the management fees, and where relevant
the performance fees(see note 4 to the financial statements below for details)
and the other terms of the Investment Management Agreement, having regard to
those of comparable listed investment companies; and
· the Investment Manager's culture and its strategy and goals for
developing its business.
Following its review, the Committee concluded that the Investment Manager was
performing well against the requirements set by the Board and that it was
satisfied, in all material respects, with the services provided by,
performance of and support from the Investment Manager and also with the
interaction between the Board and the Investment Manager.
The Committee concluded that, in its opinion, the continuing appointment of
the Investment Manager on the terms agreed was in the best interests of
shareholders as a whole and recommended this to the Board. The Board agreed
with the Committee's recommendation and approved the continuing appointment of
the Investment Manager on the terms agreed.
Evaluation of other key service providers
The performance of the Company's other key service providers is monitored by
the Board on an ongoing basis and formally evaluated by the Committee at least
once a year, with a key focus on the Administrator and Company Secretary.
At its meeting in May 2024, the Committee undertook the formal annual
evaluation of the other key service providers' performance and reviewed their
respective remuneration. The Committee reviewed a detailed questionnaire
completed by the other key service providers, which included sections on their
systems, controls and policies. In most instances, relationships with the
other key service providers are managed by the Investment Manager and/or
Administrator and Company Secretary on behalf of the Board and the Committee
considered feedback received from them regarding the levels of service
provided by, and relationships with, the other key service providers.
The Committee was satisfied, in all material respects, with the levels of
service provided by the other key service providers. The Committee concluded
that, in its opinion, the continuing appointments of the other key service
providers on the terms agreed remained appropriate and in the best interests
of the Company and recommended this to the Board. The Board agreed with the
Committee's recommendations and approved the continuing appointments of the
other key service provider on the terms agreed.
Committee Evaluation
The Management Engagement Committee's composition and activities are reviewed
as part of the Board's annual performance evaluation undertaken by the
Remuneration and Nomination Committee (see the Remuneration and Nomination
Committee Report below for further information). Having completed the annual
evaluation process in May 2024, the Remuneration and Nomination concluded that
the Management Engagement Committee had the right balance of membership and
was discharging its duties effectively.
Approval
This Management Engagement Committee Report was approved on 14 October 2024.
On behalf of the Committee:
Christina McComb
Management Engagement Committee Chair
14 October 2024
Remuneration and Nomination Committee Report
Sue Inglis
I am pleased to present my report as Chair of the Remuneration and Nomination
Committee. All Board members are also members of the Committee. Individual
Directors are not involved in decisions connected with their own appointments.
The Committee's authority and duties are clearly defined in its written terms
of reference which are available on the Company's website
(https://investors.seraphim.vc/ (https://investors.seraphim.vc/) ). The terms
of reference are reviewed at least annually.
The Committee meets once a year, and at such other times as the Committee
Chair shall require. It met once during the year.
Key responsibilities
· Developing and reviewing the Directors' remuneration policy and
policies on Board tenure and diversity.
· Reviewing the Directors' remuneration levels and considering the need
to appoint external remuneration consultants.
· Reviewing outside commitments of the Directors.
· Evaluating the Board, its Committees and the Directors and considering
whether Directors should be recommended for election or re-election.
· Reviewing the composition of the Board and its Committees, including
the balance of professional skills, experience, knowledge, diversity
(including gender, social and ethnic backgrounds and cognitive and personal
strengths) and length of service.
· Formulating succession plans for the Directors consistent with SSIT's
policies on Board tenure and diversity.
· Identifying, evaluating and recommending candidates for new Board
appointments.
· Reporting to the Board on the main matters discussed at Committee
meetings and making recommendations as appropriate.
Principal Activities During the Year
Annual evaluation of Board, Committees and Directors
The Committee ensures that there is a formal and rigorous annual evaluation of
the performance of the Board, its standing Committees, the Chair and
individual Directors.
The evaluations, which were facilitated by the Company Secretary and
undertaken during May 2024, consisted of performance appraisals,
questionnaires and discussions to determine effectiveness and performance in
various areas. The areas considered included (a) the composition, knowledge,
professional skills and independence of the Board and its standing Committees,
(b) governance and processes, (c) the contributions of individual Directors to
the work of the Board and its standing Committees, (d) the relationships and
communication between the Directors, as well as between the Board and the
Investment Manager, the Administrator and other key service providers, (e)
investment matters, (f) shareholder engagement delivering shareholder value
and (g) key priorities for the financial year ending 30 June 2025. The
Committee also sought the views of the Investment Manager as part of the
evaluation process. The performance evaluation of the Chair was led by Sue
Inglis as the Company's Senior Independent Director and Chair of the
Committee.
Following review and discussion of the evaluation results, the Committee
concluded, at its scheduled meeting in May 2024, that:
· each Director continued to be independent in character and judgement,
their professional skills, experience and knowledge were a significant benefit
to the Board and its Committees and they had demonstrated their ability to
commit the time required to fulfil their responsibilities;
· the Directors (individually and collectively as the Board and members
of the standing Committees) had been operating effectively;
· the Board and each of its Committees had a good balance of relevant
professional skills, experience and knowledge relevant to the Company's
structure and strategy; and
· there were no specific additional training requirements for any of
the Directors.
The Committee was cognisant that the Board does not currently have at least
one member from a minority ethnic background (contrary to the FCA's target for
listed companies) and had a robust debate as to whether to recruit an
ethnically diverse Director in the near future. Based on SSIT's current size,
the Committee concluded a Board of four Directors was appropriate and,
accordingly, the recruitment of an ethnically diverse Director would either
require an existing Director to stand down or add additional cost for the
Company. The Committee noted the outcome of the evaluation of the current
Directors, Board and standing Committees referred to above and agreed that the
Board and standing Committee structures, sizes and compositions were
appropriate at this stage in the Company's life. The Committee also noted that
all Directors had been in office for less than four years. The Committee
concluded that shareholders' interest would not be best served by recruiting
an ethnically diverse Director at this stage. However, the Committee
supports the principle of boardroom diversity, including ethnic diversity, and
agreed that ethnic representation will be an important consideration in future
Board appointments.
The Committee agreed at the proposed re-election of each Director at the 2024
AGM should be recommended.
The Committee made recommendations to the Board based on the outcome of its
deliberations.
Annual review of Directors' remuneration
Details of the annual review of Directors' fees and its outcome can be found
in the Directors' Remuneration Report below.
Other routine activities
The Committee also reviewed:
· the Board's policies on diversity and Board tenure and recommended them
to the Board for approval (see 'Board diversity' below and 'Board tenure'
below for details of these policies, as approved by the Board);
· the Board's succession plan; and
· the Directors' remuneration policy and concluded that no changes were
required in respect of the year ending 30 June 2024.
Succession planning
The Board is at a relatively early stage of its life, with all Directors
having a number of years of their tenure left. The tenure of all Directors,
including the Chair, is expected not to exceed nine years unless exceptional
circumstances warrant, such as to allow for phased retirements of the current
Directors who were all appointed at, or shortly after, the Company's IPO. The
Committee considers succession planning annually and has developed a
succession plan that seeks to achieve an appropriate balance between
preservation of experience and knowledge and bringing in fresh ideas and
perspectives and is consistent with the Company's policies on Board tenure and
diversity.
The aim of the Company's succession plan is:
· to preserve continuity by phasing the retirement of the original
Directors so that they do not all retire at once after serving nine years;
· to ensure the necessary balance of professional skills, experience,
perspectives and length of service is maintained.
The Committee intends to use non-executive director recruitment consultants
and/or open advertising when recruiting new Directors in the future. In line
with our commitment to robust governance and continuity, we anticipate the
succession of the original Directors will be staggered and take place in the
coming years to ensure a seamless transition whilst maintaining the strategic
direction of the Company. The process for recruiting additional Directors is
described under 'Appointments to the Board' below.
Committee Evaluation
The Committee's composition and activities are reviewed as part of the annual
Board evaluation process. As noted above, the last annual Board evaluation
process was completed in May 2024, with the Committee concluding it was
operating effectively with the right balance of membership and professional
skills.
Approval
This Remuneration and Nomination Committee Report was approved on 14 October
2024.
On behalf of the Committee:
Sue Inglis
Remuneration and Nomination Committee Chair
14 October 2024
Directors' Remuneration Report
This Report has been prepared by the Directors in accordance with the
requirements of the Companies Act 2006 and the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008. By law, the
Company's Auditor is required to audit certain of the disclosures provided in
this Report. Where disclosures have been audited, they are indicated as such.
An ordinary resolution for the approval of this Report (excluding the
'Remuneration Policy' section) will be put to shareholders at the Company's
AGM on 26 November 2024.
Annual Statement from the Chair of the Board
The Company's remuneration policy, which is set out below, is subject to
shareholder approval every three years or sooner if an alteration to the
policy is proposed. The remuneration policy was approved at the AGM held on 17
November 2022 and no changes to the policy are proposed. It is intended that
the current remuneration policy will continue in force until the AGM in 2025.
The Directors' remuneration has been set in order to attract individuals of a
calibre appropriate to the future development of the Company. For the year
ended 30 June 2024, the Directors' remuneration was set at £50,000 per annum
for each Director (and has remained unchanged since the Company's IPO in
2021). Following the Remuneration and Nomination Committee's most recent
annual review of Directors' fees in May 2024, the Board approved the
Committee's recommendation that the fee should be increased by 5% to £52,500
per annum for each Director effective 1 July 2024. The Company's flat fee
structure for Directors' is unusual but, having assessed the Directors'
respective contributions and activities in promoting the long-term sustainable
success of the Company and generating value for shareholders, the Remuneration
and Nomination Committee concluded that the structure remained appropriate as
a fair reflection of those contributions. The Remuneration and Nomination
Committee did not receive independent advice or services in respect of its
review of the Directors' remuneration but did consider the level of directors'
fees paid by comparable UK-listed investment companies.
Remuneration Policy
It is the Company's policy to determine the level of Directors' fees which
should be sufficient to attract and retain Directors with appropriate
professional skills and experience necessary for the effective stewardship of
the Company and the expected contribution of the Board as a whole in achieving
the Company's objectives. The time committed to the Company's business and the
specific responsibilities of individual Directors are taken into account. The
policy aims to be fair and reasonable in relation to the level of fees payable
to non-executive directors of comparable investment companies and other
investment companies of similar size and complexity as the Company.
The Company's Articles of Association limit the aggregate fees payable to the
Directors to £500,000 per annum (any change to that limit requires
shareholder approval). Within that limit, it is the responsibility of the
Board as a whole to determine and approve the Directors' fees, following a
recommendation from the Remuneration and Nomination Committee. The fees are
fixed and payable in cash, quarterly in arrears. Annual fees are pro-rated
where a change takes place during a financial year. Directors have no
entitlement to pensions or pension-related benefits, medical or life insurance
schemes, share options or long-term incentive schemes.
The Directors' fee rates are reviewed by the Remuneration and Nomination
Committee at least annually, but reviews will not necessarily result in a
change to the rates. Any feedback received from shareholders will be taken
into account when setting fee rates. Directors abstain from voting on their
own fees.
The Directors are entitled to the reimbursement of reasonable fees and
expenses incurred by them in the performance of their duties. Where expenses
are recognised as a taxable benefit, a Director may receive the grossed-up
costs of that expense as a benefit.
The Directors do not have a service contract. Each Director has signed a
letter of appointment with the Company. The letters of appointment do not
include any minimum period of notice of termination by either party or any
provision for compensation for loss of office.
Annual Report on Directors' Remuneration (Audited Information)
The table below shows all remuneration earned by each individual Director
during the year.
Role 30 June 2024 30 June 2023
£ £
Will Whitehorn Chair 50,000 50,000
Sue Inglis Senior Independent Director and Remuneration and Nomination Committee Chair 50,000 50,000
Angela Lane Audit Committee Chair 50,000 50,000
Christina McComb Management Engagement Committee Chair 50,000 50,000
Total 200,000 200,000
None of the Directors received any taxable benefits or other remuneration or
additional discretionary payments during the year from the Company (2023:
£NIL).
Changes in Directors' Remuneration
The table below shows the percentage changes in the level of Directors' fees
from year to year since the Company's IPO in 2021.
Change - year ending/ended
30 June 2025 30 June 2024 30 June 2023 30 June 2022
Annual fixed fee per Director 5.0% -- - -
Relative Importance of Spend on Pay
The remuneration of the Directors with respect to the year totalled £200,000
(2023: £200,000). As explained under 'Target Returns and Dividend Policy'
below, the Directors to manage the Company's affairs to achieve shareholder
returns through capital growth rather than income. Therefore, no dividends
have been declared or paid during the year (2023: none) and a comparison of
amounts paid to Directors against distributions to shareholders would not be
relevant.
Directors' Interests (Audited Information)
The Directors who held office during the year and their interests (including
the interests of their connected persons, where applicable) in the ordinary
shares of the Company at 30 June 2024 are shown in the table below. There have
been no changes to the Directors' interests between 30 June 2024 and the date
of this Report.
30 June 2024 30 June 2023 Ordinary shares
Ordinary shares
Will Whitehorn 130,000 100,000
Sue Inglis 50,000 50,000
Angela Lane 47,000 27,284
Christina McComb 41,706 25,000
There are no requirements for the Directors to own shares in the Company.
Statement of Voting at Annual General Meeting
An ordinary resolution to approve the Directors' remuneration policy requires
to be put to shareholders at least every three years and an advisory ordinary
resolution to approve the Directors' Remuneration Report (excluding the
Directors' remuneration policy) requires to be put to members at each AGM. The
results of the last resolutions put to shareholders, which were both proposed
on polls, were as set out in the table below.
Votes for Votes against Total votes Votes withheld
No. % No. % No. No.
Approval of Directors' remuneration policy at 2022 AGM 88,012,818 99.6 356,387 0.4 88,369,005 72,047
Approval of Directors' remuneration report for year ended 30 June 2023 at 2023 82,850,000 99.4 528,249 0.6 83,378,249 23,459
AGM
Approval
This Directors' Remuneration Report was approved by the Board on 14 October
2024.
On behalf of the Board:
Will Whitehorn
Chair
14 October 2024
Directors' Responsibilities Statement
Responsibilities
The Directors are responsible for preparing the Annual Report, including the
financial statements, in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under compony law, the Directors are required to prepare the
Company's financial statements in accordance with UK-adopted International
Accounting Standards and the requirements of the Companies Act 2006. 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 the profit or loss for the Company for the relevant
financial year.
In preparing the financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether they have been prepared in accordance with UK-adopted
International Accounting Standards, subject to any material departures
disclosed and explained in the financial statements;
· prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Company will continue in business; and
· prepare a Directors' Report, strategic report and Directors'
remuneration report which comply with the requirements of the Companies Act
2006.
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
the financial statements comply with the Companies Act 2006;
· for safeguarding the assets of the Company and, hence, for taking
reasonable steps for the prevention and detection of fraud and other
irregularities; and
· ensuring that the Annual Report, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to
assess the Company's performance, business model and strategy.
Website Publication
The Directors are responsible for ensuring the Annual Report and financial
statements are made available on a website. Financial statements are published
on the Company's website in accordance with legislation in the UK governing
the preparation and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity of the
Company's website is the responsibility of the Directors, which they have
delegated to the Investment Manager. The Directors' responsibilities also
extend to the ongoing integrity of the financial statements contained on the
website.
Responsibility Statement
The Directors confirm to the best of their knowledge that:
· the Company's financial statements have been prepared in accordance
with UK-adopted International Accounting Standards and give a true and fair
view of the assets, liabilities, financial position and profit and loss of the
Company;
· the Strategic Report includes a fair review of the development and
performance of the business and financial position of the Company, together
with a description of the principal and emerging risks and uncertainties that
it faces; and
· the Annual Report, including the financial statements, taken as a
whole, are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.
This responsibility statement was approved by the Board on 14 October 2024.
On behalf of the Board
Will Whitehorn
Chair
14 October 2024
Statement of Comprehensive Income
For the year ended 30 June 2024
Year ended Year ended
30 June 2024
30 June 2023
Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Investment gain/(loss)
Net gain/(loss) on investments held at fair value through profit or loss 8 - 10,454 10,454 - (12,416) (12,416)
- 10,454 10,454 - (12,416) (12,416)
Expenses
Management fee 4 (2,826) - (2,826) (2,912) - (2,912)
Other operating expenses 5 (1,482) - (1,482) (1,851) - (1,851)
Total expenses (4,308) - (4,308) (4,763) - (4,763)
Operating (loss)/profit for the year (4,308) 10,454 6,146 (4,763) (12,416) (17,179)
Finance income
Interest income 582 - 582 260 - 260
Total finance income 582 - 582 260 - 260
(Loss)/profit for the year before tax (3,726) 10,454 6,728 (4,503) (12,416) (16,919)
Tax 6 - - - - - -
(Loss)/profit and total comprehensive (expense)/income attributable to equity (3,726) 10,454 6,728 (4,503) (12,416) (16,919)
holders of the Company
Profit per share
Basic and diluted (losses)/earnings per share (pence) 7 (1.57) 4.40 2.83 (1.88) (5.19) (7.07)
All Revenue and Capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued in the year or prior
year.
The Total column of this statement is the profit and loss account of the
Company, and the Revenue and Capital columns represent supplementary
information prepared under guidance issued by the Association of Investment
Companies.
The accompanying notes below form an integral part of these financial
statements.
Statement of Financial Position
As at 30 June 2024
30 June 2024 30 June 2023
Note £'000 £'000
Non-current assets
Investments at fair value through profit or loss 8 201,499 187,428
201,499 187,428
Current assets
Trade and other receivables 9 98 88
Cash and cash equivalents 10 26,985 35,309
27,083 35,397
Current liabilities
Trade and other payables 11 (444) (428)
(444) (428)
Net current assets 26,639 34,969
Net assets 228,138 222,397
Equity
Share capital 12 2,394 2,394
Share premium 12 60,377 60,377
Treasury shares 12 (987) -
Retained losses (6,822) (13,550)
Other reserves 12 173,176 173,176
Total shareholders' funds 228,138 222,397
Number of shares in issue at year end 13 237,198,584 239,384,928
Net assets per share (pence) 96.18 92.90
The financial statements were approved and authorised for issue by the Board
of Directors on 14 October 2024 and signed on its behalf by:
Will
Whitehorn
Sue Inglis
Chair
Director
Registered Company Number 13395698
The accompanying notes below form an integral part of these financial
statements.
Statement of Changes in Equity
For the year ended 30 June 2024 Retained (losses)/earnings
Share capital Share premium Treasury shares Special distributable reserve Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Total shareholders' funds at 1 July 2023 2,394 60,377 - 173,176 (8,789) (4,761) 222,397
Repurchase of ordinary shares - - (987) - - - (987)
Total comprehensive (expense)/income for the year - - - - (3,726) 10,454 6,728
Total shareholders' funds at 30 June 2024 2,394 60,377 (987) 173,176 (12,515) 5,693 228,138
For the Year ended 30 June 2023 Retained (losses)/earnings
Share capital Share premium Treasury shares Special distributable reserve Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Total shareholders' funds at 1 July 2022 2,394 60,377 - 173,176 (4,286) 7,655 239,316
Total comprehensive expense for the year - - - - (4,503) (12,416) (16,919)
Total shareholders' funds at 30 June 2023 2,394 60,377 - 173,176 (8,789) (4,761) 222,397
The accompanying notes below form an integral part of these financial
statements.
Statement of Cash Flows
For the year ended 30 June 2024 For the Year Ended For the Year Ended
30 June 2024 30 June 2023
Note £'000 £'000
Cash flows from operating activities
Profit /(loss) for the year before tax 6,728 (16,919)
Adjustments for:
Foreign currency cash movement (68) 237
Purchase of investments (7,145) (21,330)
Disposal of investments 8 3,528 3,341
Unrealised movement in fair value of investments 8 (11,875) 10,456
Realised loss on disposal of investments 8 1,421 1,960
Movement in payables 11 16 118
Movement in receivables 9 (10) 33
Net cash used in operating activities (7,405) (22,104)
Cash flows from financing activities
Share buy-backs 12 (987) -
Net cash generated from financing activities (987) -
Net movement in cash and cash equivalents during the year (8,392) (22,104)
Cash and cash equivalents at the beginning of the year 35,309 57,650
Exchange translation movement 68 (237)
Cash and cash equivalents at the end of the year 26,985 35,309
Cash flows include bank interest received of £582k (30 June 2023: £260k).
The accompanying notes below form an integral part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024
1. General Information
The Company is an externally managed closed-ended investment company,
incorporated in England and Wales on 14 May 2021 with registered number
13395698. The Company's ordinary shares were admitted to trading on the London
Stock Exchange's main market on 14 July 2021.
2. Material Accounting Policies
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been consistently
applied, unless otherwise stated.
The following relevant IFRSs have been applied in these Financial Statements
during the year -
- IAS 1 (amended), 'Presentation of Financial Statements' - (amendments
regarding the disclosure of accounting policies, effective for accounting
periods commencing on or after 1 January 2023). The changes arising from the
amendments to these IFRSs are either presentational and/or minor in nature. In
the opinion of the Directors, the adoption of these new and amended standards
has had no material impact on the Financial Statements of the Company.
Basis of preparation
These financial statements have been prepared on the historic cost basis, as
modified for the measurement of certain financial instruments held at fair
value through profit or loss and in accordance with UK-adopted International
Accounting Standards and those parts of the Companies Act 2006 applicable to
companies under International Financial Reporting Standards.
Where presentational guidance set out in the Association of Investment
Companies Statement of Recommended Practice for the Financial Statements of
Investment Trust Companies and Venture Capital Trusts (the 'AIC SORP') is
consistent with the requirements of UK-adopted International Accounting
Standards, the Directors have sought to prepare the financial statements on a
basis compliant with the recommendations of the AIC SORP. In particular,
supplementary information which analyses the Statement of Comprehensive Income
between items of revenue or capital nature has been presented alongside the
total Statement of Comprehensive Income. The determination of whether an item
should be recognised as revenue or capital is carried out in accordance with
the principles and recommendations set out in the AIC SORP. The Directors have
chosen to apply the non-allocation approach, so all indirect costs are charged
to the revenue column of the Statement of Comprehensive Income.
In these financial statements, values are rounded to the nearest thousand
(£'000), unless otherwise indicated.
Going concern
The Company's cash balance at 30 June 2024 was £27.0m (2023: £35.3m), which
was sufficient to cover its liabilities of £0.4m (2023: £0.4m) at that date
and any foreseeable expenses for a period of at least 12 months from the date
of approval of these financial statements, including in severe but plausible
downside scenarios. The Company's cash balance at the date of approval of
these financial statements was £25.6m.
The Company's cash balance is comprised of cash held on deposit with
substantial global financial institutions with strong credit ratings and the
risk of default by the counterparties is considered extremely low. The major
cash outflows of the Company are expected to be for the acquisition of new
investments, which are discretionary. The Company is closed-ended and there is
no requirement for the Company to buy back or redeem shares.
Heightened inflation rates and interest rates continue to depress the
macroeconomic environment, impacting global markets. Capital markets and the
Company's share price and investments continue to experience volatility which
remains a risk to the Company. The Directors and Investment Manager continue
to consider the following specific key potential impacts:
· increased volatility in the fair value of investments;
· uncertainty regarding the Company's ability to raise additional
capital and support the existing portfolio; and
· disruptions to business activities of the portfolio companies.
In considering these key potential impacts, the Directors and Investment
Manager have assessed them with reference to the Company's risk framework and
mitigation measures in place.
Having made inquiries, the Board is satisfied that the Company's service
providers have robust processes in place in order to continue to provide the
required level of services to the Company, and to maintain compliance with
laws and regulations, in the face of the challenges arising as a result of the
weak macroeconomic environment. There have been no operational difficulties
encountered or disruption in service to date.
Based on the assessment outlined above, including the various risk mitigation
measures in place, the Directors do not consider that the impact of a weak
global macroeconomic environment has created a material uncertainty over the
assessment of the Company as a going concern.
On the basis of this review, and after making due enquiries, the Directors
have a reasonable expectation that the Company has adequate resources to
continue in operational existence for at least 12 months from the date of
approval of these financial statements. Accordingly, they continue to adopt
the going concern basis in preparing the financial statements.
Segmental reporting
The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
identified as the Board of Directors as a whole. The key measure of
performance used by the Board to assess the Company's performance and to
allocate resources is the Company's NAV, as calculated in accordance with
UK-adopted International Accounting Standards, and, therefore, no
reconciliation is required between the measure of profit or loss used by the
Board and that contained in the financial statements.
For management purposes, the Company is organised into one main operating
segment, which invests predominantly in early and growth stage privately
financed SpaceTech businesses globally.
All of the Company's current bank interest income is derived from within the
UK.
The Company's non-current assets are located in the US, the UK, the EU, Israel
and Japan. Due to the Company's nature, it has no customers.
Functional currency and foreign currency transactions
These financial statements are presented in Sterling. As the majority of the
Company's transactions are in Sterling, it is appropriate for the Company's
functional currency to be Sterling. However, the Company holds investments
denominated in currencies other than Sterling, including US Dollars. In
addition, an element of any income from the Company's investments may be
generated in currencies other than Sterling.
Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are translated at the
foreign exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognised in the Statement of Comprehensive
Income. The Company may employ derivatives for currency hedging purposes, but
the Board did not do so in the year.
New and amended standards and interpretations not applied
At the date of authorisation of these financial statements, the following
amendments had been published and will be mandatory for future accounting
periods.
Effective for accounting periods beginning on or after 1 January 2024:
· classification of liabilities as current or non-current
(amendments to IAS 1 Presentation of Financial Statements);
· non-current liabilities with covenants (amendments to IAS 1
Presentation of Financial Statements); and
· supplier finance arrangements (amendments to IAS 7 Statement of
Cash Flows and IFRS 7 Financial Instruments: Disclosures).
Effective for accounting periods beginning on or after 1 January 2025:
· lack of exchangeability (amendments to IAS 21 The Effects of
Changes in Foreign Exchange Rates).
The Company has considered the IFRS accounting standards and interpretations
that have been issued but are not yet effective. None of these standards or
interpretations are likely to have a material effect on the Company, as it is
the belief of the Board that the activities of the Company are unlikely to be
affected by the changes to these standards, although any disclosures
recommended by these standards, where applicable, will be provided as
required.
Assessment as an investment entity
IFRS 10 Consolidated Financial Statements sets out the following three
essential criteria that must be met if a company is to be considered as an
investment entity:
· it must obtain funds from multiple investors for the purpose of
providing those investors with investment management services.
· it must commit to its investors that its business purpose is to
invest funds solely for returns from capital appreciation, investment income
or both; and
· it must measure and evaluate the performance of substantially all
of its investments on a fair value basis.
In satisfying the second essential criteria, the notion of an investment time
frame is critical, and an investment entity should have an exit strategy for
the realisation of its investments. Also as set out in IFRS 10, further
consideration should be given to the typical characteristics of an investment
entity, which are that:
· it should have more than one investment to diversify the
portfolio risk and maximise returns;
· it should have multiple investors, who pool their funds to
maximise investment opportunities;
· it should have investors that are not related parties of the
entity; and
· it should have ownership interests in the form of equity or
similar interests.
The Directors are of the opinion that the Company meets the essential criteria
and typical characteristics of an investment entity as it obtains funds from
investors to invest for returns from capital appreciation and substantially
all of its investments are held at fair value through profit or loss, in
accordance with IFRS 9 Financial Instruments. Fair value is measured in
accordance with IFRS 13 Fair Value Measurement.
Fair value movement
Gains or losses resulting from the movement in fair value of the Company's
investments held at fair value through profit or loss are recognised in the
Capital column of the Statement of Comprehensive Income at each valuation
point.
Expenses
The Company's management, administration and all other expenses are charged
through the Revenue column and any performance fee is charged to the Capital
column of the Statement of Comprehensive Income.
Taxation
The Company has received confirmation from HMRC that it has been accepted as
an approved investment trust with effect from 14 July 2021, provided it
continues to meet the eligibility conditions of section 1158 of the
Corporation Tax Act 2010 ('s.1158') and the ongoing requirements for approved
companies in the Investment Trust (Approved Company) (Tax) Regulations 2011.
The Directors believe that the Company has conducted its affairs in compliance
with s.1158 since approval was granted and intends to continue to do so.
In respect of each accounting period for which the Company is and continues to
be approved by HMRC as an investment trust, the Company will be exempt from UK
corporation tax on its chargeable gains. The Company will, however, be subject
to UK corporation tax on its income (currently at a rate of 25%).
In principle, the Company is liable to UK corporation tax on any dividend
income. However, there are broad-ranging exemptions from this charge which
would be expected to be applicable in respect of most of the dividends the
Company may receive.
To the extent that the Company receives income from, or realises amounts on
the disposal of, investments in foreign countries it may be subject to foreign
withholding or other taxation in those jurisdictions. To the extent it relates
to taxable income, this foreign tax may, to the extent not relievable under a
double tax treaty, be able to be treated as an expense for UK corporation tax
purposes, or if the Company has a tax liability it may be treated as a credit
against UK corporation tax up to certain limits and subject to certain
conditions.
Financial instruments
Financial assets and financial liabilities are recognised in the Statement of
Financial Position when the Company becomes a party to the contractual
provisions of the instrument. Financial assets and financial liabilities are
only offset, and the net amount reported in the Statement of Financial
Position and Statement of Comprehensive Income, when there is a currently
enforceable legal right to offset the recognised amounts and the Company
intends to settle on a net basis or realise the asset and liability
simultaneously.
At 30 June 2024 and 2023, the carrying amounts of cash and cash equivalents,
receivables, payables and accrued expenses reflected in the financial
statements are reasonable estimates of fair value in view of the nature of
these instruments or the relatively short period of time between the original
instruments and their expected realisation.
Financial assets
The classification of financial assets at initial recognition depends on the
purpose for which the financial asset was acquired and its characteristics.
The Company's financial assets principally comprise of cash and cash
equivalents and investments held at fair value through profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, short-term deposits held on
call with banks, money market investments, and other short-term highly liquid
deposits with original maturities of three months or less and that are readily
convertible to a known amount of cash and are subject to an insignificant risk
of changes in value.
Investments held at fair value through profit or loss
Investments are designated upon initial recognition as held at fair value
through profit or loss. Gains or losses resulting from the movement in fair
value are recognised in the Statement of Comprehensive Income at each
valuation point.
Financial assets are recognised/derecognised at the date of the
purchase/disposal. Investments are initially recognised at cost, being the
fair value of consideration given. Transaction costs are recognised in the
Statement of Comprehensive Income as incurred.
Fair value is defined as the amount for which an asset could be exchanged
between knowledgeable willing parties in an arm's length transaction. The
value of the Company's investments is calculated on the following bases:
· the value of investments that are not publicly traded are valued
using recognised valuation methodologies in accordance with the IPEV Valuation
Guidelines. These methods include primary valuation techniques such as revenue
or earnings multiples, milestones or recent transactions;
· where an investment in an unlisted business has been made
recently, the Company may use the calibrated price of recent investment as the
best indicator of fair value. In such a case, changes or events subsequent to
the relevant transaction date are assessed to ascertain if they imply a change
in the investment's fair value;
· publicly traded securities are valued by reference to their bid
price or last traded price, if applicable, on the relevant exchange in
accordance with the AIC's valuation guidelines and applicable accounting
standards. Where trading in the securities of a portfolio company is
suspended, the investment in those securities would be valued at the estimate
of its net realisable value. In preparing valuations, account is taken, where
appropriate, of latest dealing prices, valuations from reliable sources,
comparable asset values and other relevant factors; and
· any value otherwise than in Sterling is converted into Sterling
at the prevailing rate.
Derecognition of financial assets
A financial asset (in whole or in part) is derecognised:
· when the Company has transferred substantially all the risks and
rewards of ownership; or
· when it has neither transferred nor retained substantially all
the risks and rewards and when it no longer has control over the asset or a
portion of the asset; or
· when the contractual right to receive cashflow has expired.
Purchases of investments for cash are classified as operating activities in
the Statement of Cash Flows as the Company's objective is to generate capital
growth through investment in a portfolio of predominantly early and growth
stage privately financed SpaceTech businesses.
Financial liabilities
The Company's financial liabilities are measured at amortised cost and include
trade and other payables and other short-term monetary liabilities which are
initially recognised at fair value and subsequently measured at amortised cost
using the effective interest rate method.
Share capital
Financial instruments issued by the Company are treated as equity if the
holder has only a residual interest in the assets of the Company after the
deduction of all liabilities. The Company's ordinary shares are classified as
equity instruments.
For the issue of each ordinary share, £0.01 has been recognised in share
capital and the remaining amount received has been recognised in share
premium. Incremental costs directly attributable to the issue of new shares
are shown in share premium as a deduction from proceeds. Amounts in the share
capital and share premium accounts are not distributable.
The amount standing to the credit of the share premium account of the Company
on completion of the IPO, less issue expenses set off against the share
premium account, was cancelled by a court order dated 14 December 2021 and
credited to the special distributable reserve (presented as 'Other reserves').
Retained earnings include cumulative unrealised movements in investments which
are classified as capital in the Statement of Comprehensive Income, which are
not distributable; and cumulative revenue items, which are classified as
distributable to shareholders.
3. Significant Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires the application of
estimates which may affect the results reported in the financial statements.
Estimates, by their nature, are based on judgement and available information.
Investment entity
As disclosed in note 2, the Directors have concluded that the Company meets
the definition of an investment entity as defined in IFRS 10, IFRS 12 and IAS
27. This conclusion involved a degree of judgement and assessment as to
whether the Company met the criteria outlined in the accounting standards.
Valuation
The key area involving a high degree of estimation or complexity that is
significant to the financial statements has been identified as the risk of
misstatement of the valuation of the Company's unlisted investments (see note
8). In addition, as disclosed in note 4, amounts payable as management fee or
performance fee to the Investment Manager are dependent on NAV and, therefore,
valuation of investments.
The Company's unlisted investments are early or growth stage companies. The
Company abides by the IPEV Valuation Guidelines in determining fair value.
Given the nature of these investments, there are often no current or
short-term future earnings or positive cash flows. Although not considered to
be the default valuation technique, the appropriate approach to determine fair
value may be based on a methodology with reference to a calibrated price of
recent investment, or, in the case of terms for a future round being agreed,
fair value may be based with reference to a calibrated price of such future
round, discounted for execution risk. This is of greater reliability than
other methods based on estimates and assumptions and, accordingly, where there
have been recent investments by third parties, the price of that investment
generally provides a basis of the valuation. Recent transactions may include
post year end (if terms were agreed pre year end) as well as pre year end
transactions depending on their nature and timing. Where a significant
milestone is achieved by a portfolio company and there has not yet been a
subsequent funding round, the fair value is determined using comparable
metrics. Where relevant, such as in cases where portfolio companies are
profitable or have stable and predictable revenues, fair value may be
determined using a multiples approach (earnings or revenue, respectively). It
may be necessary to apply discounts to some or all of the comparables due to
differences between the portfolio company and the comparables (such as size,
margin, liquidity, marketability, etc). In addition, in the case of
underperformance, fair value write-downs are taken. Publicly traded securities
are valued by reference to their bid price or last traded price.
All valuations are considered on a quarterly basis and calibrated against the
price of the last funding round to ensure this price remains reasonable. In
addition, the Company undertakes a more thorough recalibration for the
material portfolio companies (i) whose last funding rounds took place more
than 12 months earlier or (ii) which had experienced a significant milestone
event or material under- or over-performance (each a 'recalibration event').
This process entails assessing the enterprise value following the most recent
round against a composite of four elements: observable market data (where
possible), recent relevant private investment transactions, public market
valuations of comparable companies and the company's internal metrics and
performance.
In all cases, valuations of unlisted investments are based on the judgement of
the Directors after consideration of the above and upon available information
believed to be reliable, which may be affected by conditions in the financial
markets. Due to the inherent uncertainty of the investment valuations, the
estimated values may differ significantly from the values that would have been
used had a ready market for the investments existed and the differences could
be material. Due to this uncertainty, the Company may not be able to sell its
investments at the carrying value in these financial statements when it
desires to do so or to realise what it perceives to be fair value in the event
of a sale.
4. Management and Performance Fees
Management fee
Under the Investment Management Agreement, the Investment Manager is entitled
to a management fee of 1.25% per annum of NAV up to £300m and 1.00% per annum
of NAV above £300m, payable quarterly in advance.
Management fees incurred in the year were £2.8m (2023: £2.9m), of which
£NIL was payable to the Investment Manager as at 30 June 2024 (2023: £NIL).
Performance fee
Under the Investment Management Agreement, the Investment Manager is also
entitled to a performance fee of 15% over an 8% hurdle with full catch-up,
calculated on NAV annually. The performance fee is only payable where the
adjusted NAV at the end of a performance period exceeds the higher of the
performance hurdle and a high-water mark. Any accrued performance fee will
only be paid to the extent that the aggregate of the net realised profits on
unlisted investments, net unrealised gains on listed investments and income
received from investments during the relevant performance period is greater
than the performance fee payable and, to the extent that such aggregate is
less than the performance fee payable, an amount equal to the difference shall
be carried forward and included in the performance fee payable as at the end
of the next performance period. Subject to the Takeover Code, the Investment
Manager is required to reinvest 15% of any performance fee paid in shares of
the Company. Full details of the performance fee are set out in the Company's
IPO prospectus, which is available on the Company's website
(https://investors.seraphim.vc/ (https://investors.seraphim.vc/) ).
No performance fee was accrued for or paid to the Investment Manager for the
year (2023: £NIL).
5. Operating Expenses
Year Ended Year Ended
30 June 2024
30 June 2023
£'000 £'000
Administration & depository fees 290 219
Legal & professional fees 273 394
Directors' fees 223 224
Audit of statutory financial statements 105 96
Irrecoverable VAT 60 95
Insurance expense 22 23
Other operating expenses 509 800
Total operating expenses 1,482 1,851
The Company had no employees during the year ended 30 June 2024 (2023: NIL)
6. Tax
As an investment trust, the Company is exempt from UK corporation tax on
capital gains arising on the disposal of shares.
Capital profits from its creditor loan relationships or derivative contracts
are exempt from UK tax where the profits are accounted for through the Capital
column of the Statement of Comprehensive Income, in accordance with the AIC
SORP.
No tax liability has been recognised in the financial statements.
30 June 2024 30 June 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
UK corporation tax charge on profits for the year at 25% (2023: 20.5%¹) - - - - - -
¹ The tax rate changed from 19% to 25% on 31 March 2023 such that the average
rate for the year was 20.5% and this is the percentage used for the tax
reconciliation.
30 June 2024 30 June 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Return on ordinary activities before taxation (3,726) 10,454 6,728 (4,503) (12,416) (16,919)
(Loss)/profit on ordinary activities multiplied by standard rate of (932) 2,614 1,682 (923) (2,545) (3,468)
corporation tax in the UK of 25% (2023: 20.5%(1))
Effects of:
Non-taxable (gains)/losses on investments - (2,614) (2,614) - 2,545 2,545
Disallowable expenses 1,616 - 1,616 32 - 32
Excess management expenses not utilised in the year (685) - (685) 891 - 891
Total tax charge - - - - - -
As at 30 June 2024, the Company has not recognised a deferred tax asset of
£3,056k (2023: £2,106k) arising as a result of having unutilised management
expenses carried forward at the year end of £12,225k (2023: £8,424k) based
on a prospective corporation tax rate of 25% (2023: 20.5%). These expenses
will only be utilised if the tax treatment of the Company's income and
chargeable gains changes or if the Company's investment profile changes.
Deferred tax is not provided on capital gains and losses arising on the
revaluation or disposal of investments because the Company meets (and intends
to continue to meet for the foreseeable future) the conditions for approval as
an investment trust company.
7. Earnings Per Share
Year ended 30 June 2024 Year ended 30 June 2023
Revenue Capital Total Revenue Capital Total
(Loss)/profit attributable to equity - £'000 (3,726) 10,454 6,728 (4,503) (12,416) (16,919)
Weighted average number of ordinary shares in issue 237,478,177 239,384,928
Basic and diluted (losses)/earnings per share in the year (pence) (1.57) 4.40 2.83 (1.88) (5.19) (7.07)
8. Investments Held at Fair Value Through Profit or Loss
( )
For the year ended 30 June 2024 Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Opening balance 3,171 1,637 182,620 187,428
Investment additions ((1)) - - 15,800 15,800
Investment disposals ((2)) - - (12,183) (12,183)
Transfers from Level 3 to Level 1 3,852 - (3,852) -
7,023 1,637 182,385 191,045
Loss on disposals - - (1,421) (1,421)
Change in fair value (82) 2,752 9,088 11,758
Change in fair value - foreign exchange movement 5 30 82 117
(77) 2,782 7,749 10,454
Net (loss)/gain on investments held at fair value through profit or loss (77) 2,782 7,749 10,454
Closing balance 6,946 4,419 190,134 201,499
( 1 ) During the year ended 30 June 2024, cash transactions amounted to £7.1m
(2023: £17.1m) and non-cash transactions amounted to £8.7m (2023: £NIL) and
relate to the conversions of loan to equity in D-Orbit (£4.8m) and Seraphim
Space Ventures II LP (£0.1m) and the initial investment in Seraphim Space
Ventures II LP (£3.8m).
( 2 ) During the year ended 30 June 2024, cash transactions amounted to $3.5m
(2023: £NIL) and non-cash transactions amounted to £8.7m (2023: £NIL) and
relate to the conversions of loan to equity in D-Orbit (£4.7m) and Seraphim
Space Ventures II LP (£0.1m) and the in specie distribution of nine assets to
Seraphim Space Ventures II LP (£3.8m).
( )
( )
For the year ended 30 June 2023 Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Opening balance ((1)) 16,236 2,373 167,474 186,083
Investment additions - - 17,102 17,102
Investment disposals (3,341) - - (3,341)
Transfers from Level 3 to Level 1 103 - (103) -
12,998 2,373 184,473 199,844
Loss on disposals (1,358) - (602) (1,960)
Change in fair value (7,569) (525) 4,427 (3,667)
Change in fair value - foreign exchange movement (900) (211) (5,678) (6,789)
(9,827) (736) (1,853) (12,416)
Net loss on investments held at fair value through profit or loss (9,827) (736) (1,853) (12,416)
Closing balance 3,171 1,637 182,620 187,428
( 1 ) Investment in AST SpaceMobile was reclassified to a Level 2 investment.
During the year ended 30 June 2024 investments with a fair value of £3.9m
were transferred from Level 3 to Level 1 due to the Astroscale IPO and listing
in June 2024 (2023: investments with a fair value of £0.1m were transferred
from Level 3 to Level 1 due to the Nightingale IPO and listing in November
2022).
Fair value measurements
The Company measures fair value using the following fair value hierarchy that
prioritises the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to valuations with unobservable inputs (Level 3 measurements).
The three levels of the fair value hierarchy under IFRS 13 are as follows:
Level 1: Quoted price (unadjusted) in an active
market for an identical instrument.
Level 2: Valuation techniques based on observable
inputs, either directly (i.e. as prices) or indirectly (i.e. derived from
prices). This category includes instruments valued using quoted prices in
active markets for similar instruments, quoted prices for identical or similar
instruments in markets that are considered less than active or other valuation
techniques for which all significant inputs are directly or indirectly
observable from market data.
Level 3: Valuation techniques using significant
unobservable inputs. This category includes all instruments for which the
valuation technique includes inputs that are not based on observable data and
the unobservable inputs have a significant effect on the instrument's
valuation. This category includes instruments that are valued based on quoted
prices for similar instruments for which significant unobservable adjustments
or assumptions are required to reflect differences between the instruments.
The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
input that is significant to the fair value measurement. For this purpose, the
significance of an input is assessed against the fair value measurement in its
entirety. If a fair value measurement uses observable inputs that require
significant adjustment based on unobservable inputs, that measurement is a
Level 3 measurement.
Assessing the significance of a particular input to the fair value measurement
in its entirety requires judgement, considering factors specific to the asset
or liability.
The determination of what constitutes 'observable' requires significant
judgement by the Company. The Company considers observable data to be market
data that is readily available, regularly distributed or updated, reliable and
verifiable, not proprietary and provided by independent sources that are
actively involved in the relevant market.
The objective of the valuation techniques used is to arrive at a fair value
measurement that reflects the price that would be received if an asset was
sold or a liability transferred in an orderly transaction between market
participants at the measurement date.
The following table analyses, within the fair value hierarchy, the Company's
investments measured at fair value at 30 June 2024 and 2023.
As at June 2024
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Listed investments 6,946 4,419 - 11,365
Unlisted investments - - 190,134 190,134
6,946 4,419 190,134 201,499
As at June 2023
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Listed investments 3,171 1,637 - 4,808
Unlisted investments - - 182,620 182,620
3,171 1,637 182,620 187,428
The Level 1 investments were valued by reference to the closing bid prices of
each portfolio company on the reporting date.
Due to their nature, the unlisted investments are always expected to be
classified as Level 3 as these are not traded and their fair values will
contain unobservable inputs.
Significant unobservable inputs for Level 3 valuations
The fair value of unlisted securities is established with reference to the
IPEV Valuation Guidelines and the Company may base valuations on the
calibrated price of recent investment in the portfolio companies, comparable
milestones or multiples of earnings or revenues where applicable. An
assessment is made at each measurement date as to the most appropriate
valuation methodology.
The valuation methodologies applied involve subjectivity in their significant
unobservable inputs and the table below outlines these inputs. Note 14
illustrates the sensitivity that flexing these inputs has on fair value
('FV').
As at 30 June 2024
Valuation methodology FV (£'000) Unobservable input
Level 1
Available market price 6,946 n/a
Level 2
Available market price 4,419 n/a
Level 3
Calibrated price of recent investment (<3 months) 22,812 Transaction price and company performance
Calibrated price of recent investment (3-6 months) 38,289 Transaction price and company performance
Calibrated price of recent investment (>6 months) 65,329 Transaction price and company performance
Premium to price of recent investment 47,785 Premium percentage, transaction price and company performance
Partial write down to price of recent investment 12,297 Write down percentage, transaction price and company performance
Milestone multiples 3,622 Discount to comparables/multiples
Total 201,499
As at 30 June 2023
Valuation methodology FV (£'000) Unobservable input
Level 1
Available market price 3,171 n/a
Level 2
Available market price 1,637 n/a
Level 3
Calibrated price of recent investment (<3 months) 44,428 Transaction price and company performance
Calibrated price of recent investment (3-6 months) 13,708 Transaction price and company performance
Calibrated price of recent investment (>6 months) 7,624 Transaction price and company performance
Calibrated price of future investment 21,237 Transaction price and company performance
Premium to price of recent investment 45,463 Premium percentage
Partial write down to price of recent investment 10,476 Write down percentage
Discount to price of recent investment (post-period) 33,474 Uncertainty discount
Milestones and multiples 6,210 Weightings and discount to comparables/multiples
Total 187,428
Details of significant holdings as required by Schedule 4 of The Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulation 2008 are
set out below.
30 June 2024
Name Nature of relationship Country of incorporation Class of shares held % shareholding Capital & reserves (£) Profit/(loss) (£) Year end of data Notes
PlanetWatchers (UK) Limited Shareholder UK Series Seed 2 Preference 78% 12,052,704 Not publicly available 31-Dec-23
Pre-Series A Preference
Series A Preference 29%
43%
30 June 2023
Name Nature of relationship Country of incorporation Class of shares held % shareholding Capital & reserves (£) Profit/(loss) (£) Year end of data Notes
Bamboo Systems Group Limited Shareholder UK A Preference 47% (1,355,598) Not publicly available 31-Dec-20 In administration as of
21-Nov-21
PlanetWatchers (UK) Limited Shareholder UK Series Seed 2 Preference 78% 12,106,431 Not publicly available 31-Dec-22
Pre-Series A Preference
Series A Preference 29%
43%
9. Trade and Other Receivables
30 June 30 June
2024 2023
£'000 £'000
Prepayments 83 78
VAT receivable 15 10
98 88
10. Cash and Cash Equivalents
30 June 30 June
2024 2023
£'000 £'000
Cash and cash equivalents 26,985 35,309
26,985 35,309
Cash and cash equivalents include money market investments of £10.9m (30 June
2023: £10.2m).
11. Trade and Other Payables
30 June 2024 30 June 2023
£'000 £'000
Accruals 294 313
Trade creditors 150 115
444 428
12. Share Capital
Date Issued and fully paid Number of Share Treasury Share Other Total
ordinary shares capital shares premium reserves
£'000 £'000 £'000 £'000 £'000
30-Jun-23 Opening balance 239,384,928 2,394 - 60,377 173,176 235,947
30-Jun-24 Share buy-backs in the year -2,186,344 - -987 - - -987
30-Jun-24 237,198,584 2,394 -987 60,377 173,176 234,960
( )
On 13 July 2023, the Company announced a share repurchase programme to
repurchase ordinary shares in the Company. During the year, 2,186,344 shares
were purchased (2023: NIL). The Company holds 2,186,344 of its ordinary shares
in treasury and has 237,198,584 ordinary shares in issue (excluding treasury
shares).
13. Net Asset Value Per Share
The net asset value per ordinary share at the year end was as follows:
30 June 2024 30 June 2023
Net assets (per Statement of Financial Position) £228.1m £222.4m
Number of ordinary shares issued (excluding treasury shares) 237,198,584 239,384,928
Net asset value per share 96.18p 92.90p
14. Financial Risk Management
Financial risk management objectives
The Company's investing activities intentionally expose it to a variety of
financial risks. The Company makes investments in order to generate returns,
in accordance with its investment policy and objectives.
The most important types of financial risks to which the Company is exposed
are market risk (including price, interest rate and foreign currency risk),
liquidity risk and credit risk. The Board has overall responsibility for the
determination of the Company's risk management and sets policies to manage
financial risks at an acceptable level to achieve the Company's objectives.
The policy and process for measuring and mitigating each of the main risks are
described below. The Investment Manager and the Administrator provide advice
to the Board which allows it to monitor and manage financial risks relating to
its operations through internal risk reports which analyse exposures by degree
and magnitude of risks. The Investment Manager and the Administrator report to
the Board on a quarterly basis.
Categories of financial instrument
For financial assets and liabilities carried at amortised cost, the Directors
are of the opinion that their carrying value approximates to their fair value.
Financial assets/liabilities are as follows:
30 June 2024 30 June 2023
£'000 £'000
Financial assets
Investments held at fair value through profit or loss:
Investments 201,499 187,428
Other financial assets:
Cash and cash equivalents 26,985 35,309
Trade and other receivables 98 88
Financial liabilities
Current liabilities
Trade and other payables -444 428
Capital risk management
The Company manages its capital to ensure that it will be able to continue as
a going concern while maximising the capital return to shareholders. The
capital structure of the Company consists of share capital, share premium,
treasury shares, retained losses and other reserves, as stated in the
Statement of Financial Position.
In order to maintain or adjust the capital structure, the Company may buy back
shares or issue new shares. There are no external capital requirements imposed
on the Company.
During the year ended 30 June 2024, the Company had no borrowings (2023:
£NIL).
The Company's investment policy is set out in the Strategic Report.
Market risk
Market risk includes price risk (including the impact of the general market on
the price of any listed holdings or the uncertainty associated with the price
of unlisted holdings), foreign currency risk and interest rate risk.
a) Price risk
The investments held by the Company present a potential risk of loss of
capital to the Company. Price risk arises from uncertainty about future prices
of the financial investments held by the Company. See note 8 for quantitative
information about the fair value measurement of the Company's Level 3
investments.
The table below outlines that the valuation methodologies employed involve
subjectivity in their significant unobservable inputs and illustrates
sensitivity of the valuations to these inputs. The table below shows the
reasonable alternative inputs.
As at 30 June 2024
Valuation methodology FV (£'000) Key unobservable input Other unobservable inputs Range Reasonable alternative inputs Change in FV (£'000)
(+) (-) (+) (-)
Level 1
Available market price 6,946 n/a n/a n/a 5% -5% 347 (347)
Level 2
Available market price 4,419 n/a n/a n/a 5% -5% 221 (221)
Level 3
Calibrated price of recent investment (<3 months) 22,812 Transaction price(1) and company performance (2, 3, 4, 5, 8) n/a 5% -5% 925 (799)
Calibrated price of recent investment (3-6 months) 38,289 Transaction price(1) and company performance (2, 3, 4, 5, 8) n/a 10% -10% 3,829 (4,375)
Calibrated price of recent investment (>6 months) 65,329 Transaction price(1) and company performance (2, 3, 4, 5, 8) n/a 20% -20% 8,140 (4,714)
Premium to price of recent investment 47,785 Premium percentage, transaction price(1) and company performance (6) 15% 5% -20% 2,078 (7,520)
Partial write down to price of recent investment 12,297 Write down percentage, transaction price(1) and company performance (7) 15% - 50% 25% -25% 1,689 (3,051)
Milestone multiples 3,622 Discount to comparables / multiples (3,4,5, 8) 50% 10% -10% 802 (100)
Total 201,499 18,031 (21,127)
Notes:
(1) While transaction price is observable, where it is deemed to be the
appropriate valuation methodology, it is also calibrated against recent
developments and other methodologies as outlined in the table above.
(2) Benchmark performance against relevant indices - the selection of
appropriate benchmarks is assessed for each investment, taking into account
its industry, geography, products and customers.
(3) EV/revenue multiple of comparable companies or M&A/secondary
transactions - the selection of comparable companies or M&A/secondary
transactions is assessed for each investment, taking into account its
industry, geography, level of revenue and growth profile.
(4) Milestone comparison with private company comparables - the selection of
milestones to be compared to EV is assessed for each investment based on its
industry and includes milestones such as number of satellites/missions/radars,
headcount and funding raised.
(5) Growth in company metrics - the selection of metrics is assessed for each
investment based on its industry, level of revenue and growth profile and
includes metrics such as satellites/missions/radars, headcount, revenue and
bookings.
(6) The premium percentage applied for strong performance is typically in 5%
increments - the level of premium to be applied is assessed for each
investment based on its level of performance, cash runway and ability to
deliver revenue growth.
(7) The write down percentage applied for underperformance is typically in 25%
increments - the level of write down to be applied is assessed for each
investment based on its level of underperformance, cash runway and ability to
show improvement.
(8) Where multiple methods of calibration or valuation are used, weightings of
5-40% are applied to these methods to total 100% - the level of weighting
applied to each method is assessed for each investment based on the relevance
of such method and to offset the impact of any outliers.
Valuation methodology FV (£'000) Key unobservable input Other unobservable inputs Range Reasonable possible shift in input Change in FV (£'000)
(+) (-) (+) (-)
Level 1
Available market price 3,171 n/a n/a n/a 5% -5% 159 (159)
Level 2
Available market price 1,637 n/a n/a n/a 5% -5% 82 (82)
Level 3
Calibrated price of recent investment (<3 months) 44,428 Transaction price(1) and company performance (2, 3, 4, 5, 9) n/a 5% -5% 2,221 (2,221)
Calibrated price of recent investment (3-6 months) 13,708 Transaction price(1) and company performance (2, 3, 4, 5, 9) n/a 10% -10% 1,371 (1,371)
Calibrated price of recent investment (>6 months) 7,624 Transaction price(1) and company performance (2, 3, 4, 5, 9) n/a 20% -20% 1,525 (1,525)
Calibrated price of future investment 21,237 Transaction price(1) and company performance (2, 3, 4, 5, 9) n/a 5% -5% 1,062 (1,062)
Premium to price of recent investment 45,463 Premium percentage (6) 5% -15% 2,273 (6,818)
Partial write down to price of recent investment 10,476 Write down percentage (7) 25% - 50% 25% -25% 2,619 (2,619)
Discount to price of recent investment (post-period) 459 Uncertainty discount (8) 15% 20% -5% 92 (23)
Discount to price of recent investment (post-period) 33,015 Uncertainty discount (8) 5% 10% -5% 3,302 (1,651)
Milestones and multiples 6,210 Weightings(9) and discount to comparables / multiples (3, 4, 5) n/a 10% -10% 621 (621)
Total 187,428 15,327 (18,152)
Notes:
(1) While transaction price is observable, where it is deemed to be the
appropriate valuation methodology, it is also calibrated against other
methodologies as outlined in the table above.
(2) Benchmark performance against relevant indices - the selection of
appropriate benchmarks is assessed for each investment, taking into account
its industry, geography, products and customers.
(3) EV/revenue multiple of comparable companies or M&A/secondary
transactions - the selection of comparable companies or M&A/secondary
transactions is assessed for each investment, taking into account its
industry, geography, level of revenue and growth profile.
(4) Milestone comparison with private company comparables - the selection of
milestones to be compared to EV is assessed for each investment based on its
industry and includes milestones such as number of satellites/missions/radars,
headcount and funding raised.
(5) Growth in company metrics - the selection of metrics is assessed for each
investment based on its industry, level of revenue and growth profile and
includes metrics such as satellites/missions/radars, headcount, revenue and
bookings.
(6) The premium percentage applied for strong performance is typically in 10%
increments - the level of premium to be applied is assessed for each
investment based on its level of performance, cash runway and ability to
deliver revenue growth.
(7) The write down percentage applied for underperformance is typically in 25%
increments - the level of write down to be applied is assessed for each
investment based on its level of underperformance, cash runway and ability to
show improvement.
(8) The uncertainty discount applied where terms for a new funding round have
been agreed, but the round has not yet closed, can vary from 0-100% - the
level of discount applied is assessed for each investment based on the level
of certainty.
(9) Where multiple methods of calibration or valuation are used, weightings of
5-40% are applied to these methods to total 100% - the level of weighting
applied to each method is assessed for each investment based on the relevance
of such method and to offset the impact of any outliers.
Reasonable alternative inputs are explained as follows:
· Investments valued using Level 1 methodologies or the calibrated
price of recent transactions which completed in the three months to the year
end are flexed up and down by 5% as the Board believes these do not involve
significant subjectivity.
· Investments valued using the calibrated price of recent
transactions which completed more than three months but less than six months
before the year end are flexed up and down by 10% as the subjectivity is
thought to be greater than the above, but still not very material.
· Investments valued using the calibrated price of recent
transactions which completed more than six months before the year end are
flexed up and down by 20% as there is a greater chance that market movements
would impact the price of private transactions.
· Partial write downs used in the period were 15-50%, but tend to
usually be applied in 25% increments and, therefore, the inputs are flexed up
and down by this amount to account for this level of improvement or
deterioration in the portfolio companies' performance.
· Premiums of 15% were applied where the recalibration exercise
suggested an increase to enterprise value was warranted due to strong
performance. In an upside scenario, this input is flexed up by 5% and accounts
for a 5% flex up in relation to the underlying price which the Board does not
believe involves significant subjectivity. In the downside scenario, the input
is flexed down by 20% to remove the applied premium and accounts for a 5%
reduction in relation to the underlying price.
· Investments valued using milestone multiples relative to
comparable companies or M&A/secondary transactions, with the discount
factor flexed up and down by 10%. A 10% flex is considered reasonable as a
result of judgement in relation to the comparable multiples.
The Company is exposed to a variety of risks which may have an impact on the
carrying value of the Company's investments.
i) Not actively traded
The majority of the Company's investments are not generally traded in an
active market but are indirectly exposed to market price risk arising from
uncertainties about future values of the investments held. The Company's
investments vary as to the industry sub-sector, geographic distribution of
operations and size, all of which may impact the susceptibility of their
valuation to uncertainty.
Although the investments are in the same industry, the risk is managed through
careful selection of investments within the specified limits of the investment
policy. The investments are monitored on an ongoing basis by the Investment
Manager.
ii) Concentration
The Company invests principally in early and growth stage unquoted SpaceTech
businesses. This means that the Company is exposed to the concentration risk
of only making investments in the SpaceTech sector, of which concentration
risk may further relate to sub-sector, geography, relative size of an
investment or other factors.
The Board and the Investment Manager monitor the concentration of the
investment portfolio on a quarterly and ongoing basis respectively to ensure
compliance with the investment policy.
iii) Liquidity
The Company maintains flexibility in funding by keeping sufficient liquidity
in cash, short-term deposits and other cash equivalents, which may be invested
on a temporary basis in line with the cash management policy as agreed by the
Board from time to time.
As at 30 June 2024, £27.0m, or 11.9% of Company's financial assets, were
money market fixed deposits and cash balances held on deposit with banks with
high credit ratings (2023: £35.3m, or 15.9%).
b) Foreign currency risk
The Company has exposure to foreign currency risk due to the acquisition of
some investments and payment of some expenses in currencies other than
Sterling. Consequently, the Company is exposed to risks that the exchange rate
of its functional currency relative to other foreign currencies may change in
a manner that has an adverse effect on the value of that portion of the
Company's assets or liabilities denominated in currencies other than Sterling.
The following table shows the FX rates as at 30 June 2024 compared to 30 June
2023.
30 June 2024 30 June 2023 % change
GBP/USD 1.265 1.271 (0.47)
GBP/EUR 1.181 1.165 1.37
GBP/DKK 8.802 8.675 1.44
GBP/AUD 1.897 1.910 (0.69)
The following table sets out, in Sterling, the Company's total exposure to
foreign currency risk and the net exposure to foreign currencies of the
monetary assets and liabilities.
As at 30 June 2024 £ USD $ € DKK AUD $ Total
£'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Investment at fair value through profit or loss 19,995 144,538 33,840 3,126 - 201,499
Total non-current assets 19,995 144,538 33,840 3,126 - 201,499
Current assets
Trade and other receivables 82 16 - - - 98
Cash and cash equivalents 20,864 6,121 - - - 26,985
Total current assets 20,946 6,137 - - - 27,083
Current liabilities
Trade and other payables (444) - - - - (444)
Total current liabilities (444) - - - - (444)
Total net assets 40,497 150,675 33,840 3,126 - 228,138
As at 30 June 2023 £ USD $ € DKK AUD $ Total
£'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Investment at fair value through profit or loss 25,477 135,871 22,101 3,876 103 187,428
Total non-current assets 25,477 135,871 22,101 3,876 103 187,428
Current assets
Trade and other receivables 88 - - - - 88
Cash and cash equivalents 32,437 2,872 - - - 35,309
Total current assets 32,525 2,872 - - - 35,397
Current liabilities
Trade and other payables (428) - - - - (428)
Total current liabilities (428) - - - - (428)
Total net assets 57,574 138,743 22,101 3,876 103 222,397
If the US Dollar weakened/strengthened by 5% (2023: 5%) against Sterling with
all other variables held constant, the fair value of net assets would
increase/decrease by £7,534k (2023: £6,794k).
If the Euro weakened/strengthened by 5% (2023: 5%) against Sterling with all
other variables held constant, the fair value of net assets would
increase/decrease by £1,692k (2023: £1,105k).
If the Danish Krone weakened/strengthened by 5% (2023: 5%) against Sterling
with all other variables held constant, the fair value of net assets would
increase/decrease by £156k (2023: £194k).
If the Australian Dollar weakened/strengthened by 5% (2023: 5%) against
Sterling with all other variables held constant, the fair value of net assets
would increase/decrease by £0k (2023: £5k).
c) Interest rate risk
The Company's exposure to interest rate risk relates to the Company's cash and
cash equivalents. The Company is subject to risk due to fluctuations in the
prevailing levels of market interest rates. Any excess cash and cash
equivalents are invested at short-term market interest rates. As at the date
of the Statement of Financial Position, the majority of the Company's cash and
cash equivalents were held in interest bearing fixed deposit accounts.
The Company had no other Interest-bearing assets or liabilities as at the
reporting date. As a consequence, the Company was only exposed to variable
market interest rate risk. As at 30 June 2024, the cash balance held by the
Company was £27.0m (2023: £35.3m). A 0.5% increase/decrease in interest
rates with all other variables held constant would result in a change to
interest received of +/- £134k per annum (2023: 0.5% increase/decrease
resulting in a change of +/- £176k).
Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet a demand
for cash or fund an obligation when due. The Investment Manager and the Board
monitor forecast and actual cash flows to consider future investing
activities.
The Company adopts a prudent approach to liquidity management and through the
preparation of budgets and cash flow forecasts maintains sufficient cash
reserves to meet its obligations.
Credit risk
Credit risk refers to the risk that a counterparty to a financial instrument
will default on a contractual obligation or commitment that it has entered
into with the Company, resulting in financial loss to the Company. It arises
principally from investments in money market funds held and also from
derivative financial assets, cash and cash equivalents and other receivables
balances.
The Company's policy for credit risk is to minimise its exposure to
counterparties with perceived higher risk of default by only dealing with
counterparties that meet certain credit standards.
Credit risk is monitored on an ongoing basis by the Investment Manager in
accordance with the procedures and policies in place.
The table below shows the material cash and short-term deposit balances and
credit rating for the counterparties used by the Company at the year end.
Counterparty Location Rating As at 30 June 2024 As at 30 June 2023
S&P £'000 £'000
Barclays UK A+ 16,133 25,038
JPMorgan Asset Management UK A- 10,852 10,271
The Company's maximum exposure to credit risk default at the year end is shown
below:
As at 30 June As at 30 June
2024 2023
£'000 £'000
Investments held at fair value through profit or loss 201,499 187,428
Cash and cash equivalents 26,985 35,309
Trade and other receivables (less prepayments) 15 10
Directors
As at 30 June 2024, the Company had four non-executive Directors. Directors'
fees (excluding employer national insurance contributions) for the year ended
30 June 2024 amounted to £200k (2023: £200k), of which £NIL was outstanding
at the year end (2023: £NIL).
Investment Manager
Seraphim Space Manager LLP has been appointed as the Company's exclusive
Investment Manager and AIFM and is responsible for the day-to-day operation
and management of the Company's investment portfolio, subject at all times to
the overall supervision of the Board.
For the provision of services under the Investment Management Agreement, the
Investment Manager earns a management fee and performance fee, as disclosed in
note 4. Further details of the Investment Management Agreement are included
under 'Investment Manager' in the Corporate Governance Report below.
During the year, the Investment Manager recharged the Company for £116k of
third party expenses it incurred on the Company's behalf.
As explained below, in April 2024, the Company announced the sale of nine
early stage portfolio companies to the Venture Fund for a total consideration
of £3.8m, settled through the issuance of an interest for the Company in the
Venture Fund. The Investment Manager also acts as investment manager to the
Venture Fund.
16. Ultimate Controlling Party
In the opinion of the Board, on the basis of the shareholdings advised to it,
the Company has no ultimate controlling party.
17. Subsequent Events
Please refer below for details of subsequent events in the normal course of
business. There are no other significant subsequent events.
Alternative Performance Measures
We assess the Company's performance using a variety of measures, some of which
are not specifically defined under UK-adopted International Accounting
Standards and are therefore termed 'APMs'. Our APMs, which are shown below,
are reconciled, where appropriate, to the financial statements through the
narrative below. The Board believes that each of the APMs, which are typically
used within the listed investment company sector, (with the exception of
portfolio fair value vs. cost), provide additional useful information to
shareholders to help assess the Company's performance.
Share Price Movement
The share price is a measure of the value of a share in the Company as
determined by the stock market The share price movement measures how the share
price has performed over the relevant period of time, expressed as a
percentage of the opening share price. As the Company does not pay dividends,
the shareholder total return for any period is the same as the share price
movement over that period.
30 June 2024 vs 30 June 2023
Share price on 30 June 2023 a 27.0
Share price on 30 June 2024 b 54.6
Movement (b-a)/a 102.2%
30 June 2023 vs 30 June 2022
Share price on 30 June 2022 a 53.0
Share price on 30 June 2023 b 27.0
Movement (b-a)/a -49.1%
NAV per Share Movement
The NAV per share is a measure of the value of the Company attributable to
each share at the relevant date (see note 13 to the financial statements
below). The NAV per share movement is a measure of our success in creating
shareholder value over the relevant period of time, expressed as a percentage
of the opening NAV per share. As the Company does not pay dividends, the NAV
total return for any period is the same as the NAV per share movement over
that period.
30 June 2024 vs. 30 June 2023
NAV per share on 30 June 2023 a 92.90
NAV per share on 30 June 2024 b 96.18
Movement (b-a)/a 3.5%
30 June 2023 vs. 30 June 2022
NAV per share on 30 June 2022 a 99.97
NAV per share on 30 June 2023 b 92.90
Movement (b-a)/a -7.1%
-Discount/+Premium
The -discount/+premium is a measure of the share price relative to the NAV per
share, expressed as a percentage of the NAV per share. If the percentage is
negative, the shares were trading at a price lower than (i.e. a discount to)
their NAV and, if it is positive, they were trading at a price higher than
(i.e. a premium to) their NAV.
30 June 30 June
2024 2023
NAV per share (note 13 to the financial statements) a 96.18p 92.90p
Share price b 54.60p 27.00p
-Discount/+premium (b-a)/a -43.2% -70.9%
Ongoing Charges
The ongoing charges ratio is a measure of the recurring annual costs of
running the Company based on historical data, indicating the minimum gross
profit that the Company needs to produce to make a positive return for
shareholders. It is calculated using the AIC methodology and is the Company's
recurring operating costs incurred in the 12 months ending at the end of the
relevant financial period, charged to Revenue or Capital in the Statement of
Comprehensive Income, calculated as a percentage of the average published NAV
in respect of that 12-month period. Operating costs exclude, for this purpose,
the costs of acquiring and disposing of investments, any finance costs, costs
of issuing or buying back shares, taxation and any costs not expected to recur
in the foreseeable future.
30 June 30 June
2023
2024
£'000 £'000
Investment management fee (note 4 to the financial statements) 2,826 2,912
Other operating expenses (note 5 to the financial statements) 1,482 1,851
Less non-recurring operating expenses (157) (442)
Ongoing charges a 4,151 4,321
Average quarterly NAV b 226,902 228,604
Ongoing charges ratio a/b 1.83% 1.89%
The ongoing charges calculated above are different from the ongoing costs
provided in the Company's Key Information Document (the 'KID'), which are
calculated in line with the Packaged Retail and Insurance-based Investment
Products Regulation. The ongoing costs in the KID include investment
transaction costs.
Portfolio Fair Value vs. Cost
Portfolio fair value vs. cost is a measure of the absolute performance of the
investments in the Company's portfolio at the relevant reporting date since
they were acquired. It is the amount by which the fair value of the
investments in the portfolio at the end of the relevant financial period has
changed in relation to the aggregate cost of those investments (adjusted for
any disposals), expressed as a percentage of the aggregate cost.
30 June 30 June
2024
2023
£m £m
Portfolio fair value (note 8 to the financial statements) a 201.5 187.4
Aggregate cost of the assets (adjusted for any disposals) b
192.5 190.2
Portfolio fair value vs. cost a/b 104.7% 98.5%
Glossary
Administrator or Company Secretary: Ocorian Administration (UK) Limited.
AI: artificial intelligence.
AIC: The Association of Investment Companies, the trade body for UK-listed
closed-ended investment companies.
AIC SORP: The Statement of Recommended Practice for the Financial Statements
of Investment Trust Companies and Venture Capital Trusts, issued by the AIC as
amended from time to time.
Auditor: BDO LLP.
Average quarterly NAV: calculated as the mean NAV at each of the four quarter
end periods throughout the year.
Board: the Board of Directors of the Company.
Bookings: contracted future revenues.
Company or SSIT: Seraphim Space Investment Trust PLC.
CY: calendar year, a one-year period that begins on 1 January and ends on 31
December.
Directors: the Directors of the Company.
Discount: the share price of a listed investment company is rarely the same as
its NAV. When the share price is lower than the NAV per share it is said to be
trading at a discount. The discount is the difference between the share
price and the NAV, expressed as a percentage of the NAV.
ESG: environmental, social and governance.
EV: enterprise value.
Fair value-weighted average growth: average growth rates for multiple
portfolio companies, weighted by each portfolio company's relative fair value.
FCA: Financial Conduct Authority.
FV: fair value.
FX: foreign exchange.
GEO: geosynchronous equatorial orbit (35,786km from earth) with a 24-hour
period.
GP: general partner.
GPS: global positioning system.
Gross asset value: the value of the gross assets of the Company, determined in
accordance with its accounting policies.
IAS: International Accounting Standard.
IFRS: the International Financial Reporting Standards, being the
principles-based accounting standards, interpretations and the framework by
that name issued by the International Accounting Standards Board, to the
extent they have been adopted by the UK.
IoT: the interconnection via the internet of computing devices embedded in
everyday objects, enabling them to send and receive data.
Initial Portfolio: the portfolio of investments acquired from the LP Fund by
the Company on completion of its IPO, details of which are set out in the IPO
prospectus, which is available on the Company's website
(https://investors.seraphim.vc/ (https://investors.seraphim.vc/) ).
Investment Management Agreement: the investment management agreement entered
into between the Investment Manager and the Company, details of which are
included under 'Investment Manager' in the Governance Report below.
Investment Manager or Seraphim Space: Seraphim Space Manager LLP.
IPEV: the International Private Equity and Venture Capital Association.
IPO: initial public offering, being an offering by a company of its share
capital to the public with a view to seeking an admission of its shares to a
recognised stock exchange.
LEO: low earth orbit, being an orbit that is relatively close to the earth's
surface, extending from 160km to 2,000km above earth.
London Stock Exchange: London Stock Exchange PLC.
LP Fund: Seraphim Space LP.
LTM: last 12 months.
M&A: mergers and acquisitions.
NASDAQ: National Association of Securities Dealers Automated Quotations.
NAV or net asset value: the value of the assets of the Company less its
liabilities as calculated in accordance with its accounting policies (or, in
the context of an ordinary share, the NAV of the Company divided by the number
of ordinary shares in issue (but excluding any treasury shares)).
Premium: a premium occurs when the share price of a listed investment company
is higher than the NAV. The premium is the difference between the share
price and the NAV, expressed as a percentage of the NAV.
Retained Assets: the investments acquired from the LP Fund by the Company
subsequent to its IPO, details of which are set out in the IPO prospectus,
which is available on the Company's website (https://investors.seraphim.vc/
(https://investors.seraphim.vc/) ).
RF: radio frequency, which involves using electromagnetic radiation for
transferring information between two circuits that have no direct electrical
connection.
SaaS: software as a service.
Seraphim Space Accelerator: the accelerator programme for early stage
SpaceTech companies run by an affiliate of the Investment Manager.
SPAC: special purpose acquisition company.
SpaceTech: in the context of a business, an organisation which relies on
space-based connectivity and/or precision, navigation and timing signals or
whose technology or services are already addressing, originally derived from
or of potential benefit to the space sector.
Total return: the total return on an investment comprises both changes in the
NAV per share or share price and any dividends paid to shareholders and is
calculated on the basis that all historic dividends have been reinvested in
the NAV or shares on the date the shares become ex-dividend.
Treasury shares: the Company has the authority to make market purchases of its
ordinary shares for retention as treasury shares for future reissue, resale,
transfer or cancellation. Treasury shares do not receive distributions and the
Company is not entitled to exercise the voting rights attaching to them.
VC: venture capital.
Venture Fund: Seraphim Space Ventures II LP.
Corporate Information
Registered Office
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Board of Directors
Will Whitehorn (Chair)
Sue Inglis (Senior Independent Director)
Christina McComb
Angela Lane
Investment Manager
Seraphim Space Manager LLP
2nd Floor
One Fleet Place
London
EC4M 7WS
Administrator and Company Secretary
Ocorian Administration (UK) Limited
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Corporate Brokers
Deutsche Numis, London Branch
Winchester House
1 Great Winchester Street
London
EC2N 2DB
J.P. Morgan Securities PLC
25 Bank Street
Canary Wharf
London
E14 5JP
Legal Adviser
Stephenson Harwood LLP
1 Finsbury Circus London
EC2M 7SH
Depositary
Ocorian Depositary (UK) Limited
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Custodian
Liberum Wealth
1st Floor Royal Chambers
St Julian's Avenue
St Peter Port
Guernsey
GY1 3JX
Public Relations and Communications Adviser
SEC Newgate
14 Greville Street
London
EC1N 8SB
Identifiers
Website: https://investors.seraphim.vc/ (https://investors.seraphim.vc/)
ISIN: GB00BKPG0138
Ticker: SSIT
SEDOL: BKPG013
GIIN: GXNBCF.99999.SL.826
Registered Company Number: 13395698
Legal Entity Identifier: 2138002THGUZBGZC2V85
Cautionary Statement
The Annual Report may include statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements are sometimes,
but not always, identified by the use of forward-looking terminology,
including the terms 'believes', 'estimates', 'anticipates', 'expects',
'intends', 'may', 'will' or 'should' or, in each case, their negative or other
variations or comparable terminology.
Forward-looking statements include all matters that are not historical facts.
They appear in a number of places throughout this Annual Report and include
statements regarding the intentions, beliefs or current expectations of the
Directors or Investment Manager concerning, amongst other things, the
investment objective and investment policy, investment performance, results of
operations, financial condition, liquidity, financing strategies and prospects
of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Forward-looking statements are not guarantees of future
performance.
The Company's actual investment performance, results of operations, financial
condition, liquidity, financing strategies and prospects may differ materially
from the impression created by the forward-looking statements contained in
this Annual Report.
Subject to their legal and regulatory obligations, the Directors and the
Investment Manager expressly disclaim any obligations to update or revise any
forward-looking statement contained in this Annual Report to reflect any
change in expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based.
1 (#_ftnref1) Fair value weighted average (as defined in the Glossary
below.)
2 (#_ftnref2)
https://www.essi.org/news/essis-memorandum-of-principles-for-space-sustainability-full-signatory-list-published
(https://www.essi.org/news/essis-memorandum-of-principles-for-space-sustainability-full-signatory-list-published)
3 (#_ftnref3)
https://www.forbes.com/sites/committeeof200/2020/09/22/diversity-as-uperpower-the-well-known-data-against-homogeneous-teams-in-venture-capital/?sh=228846b52019
(https://www.forbes.com/sites/committeeof200/2020/09/22/diversity-as-uperpower-the-well-known-data-against-homogeneous-teams-in-venture-capital/?sh=228846b52019)
4 (#_ftnref4)
https://www.forbes.com/sites/forbesbusinesscouncil/2022/05/26/diversity-the-holy-grail-of-venture-capital/?sh=9eb823a41787
(https://www.forbes.com/sites/forbesbusinesscouncil/2022/05/26/diversity-the-holy-grail-of-venture-capital/?sh=9eb823a41787)
.
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