REG - Sure Ventures PLC - Unaudited Interim Report to 30 September 2022
19/12/2022 09:30
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RNS Number : 1529K Sure Ventures PLC 19 December 2022
Sure Ventures
plc
Unaudited Interim Report and Financial Statements
For the six months ended 30 September 2022
Company Number: 10829500
Table of Contents
1 (#_Toc529542791) Chairman's Statement
2 (#_Toc529542793) Investment Manager's Report6
3 (#_Toc529542793) Interim Management Report10
4 (#_Toc529542793) Alternative Performance Measures ("APMs") 12
5 (#_Toc529542795) Financial Statements 14
Condensed Statement of Comprehensive Income 15
Condensed Statement of Financial Position 16 (#_Toc529542797)
Condensed Statement of Changes in Equity 17 (#_Toc529542798)
Condensed Statement of Cash Flows 18 (#_Toc529542799)
Notes to the Condensed Interim Financial Statements 19 (#_Toc529542800)
1 Chairman's Statement
Chairman's Statement
Dear Shareholders,
On behalf of my fellow directors, I am delighted to present the interim
results of Sure Ventures plc (the "Company") for the six months ended 30
September 2022.
FINANCIAL PERFORMANCE
The Company's performance for the half year to 30 September 2022 returned a
net asset value ("NAV") total return per share of -3.73% (30 September 2021:
+16.47%), in line with expectations.
The performance remains largely unchanged from the impressive full year
results to 31 March 2022, due to no changes in valuation of the underlying
portfolio of unlisted investee companies.
The listed investments of the Company in ENGAGE XR Holdings plc (formerly
known as VR Education Holdings plc) ("ENGAGE") and Immotion Group plc
("Immotion") have mirrored the sentiment of the stock market and
macro-economic environment in general which has been volatile throughout the
period. The cause of this volatility has been well documented with Covid, the
war in Ukraine and higher interest rates. Market sentiment has been the main
driver of the share performance of these listed holdings with ENGAGE trading
marginally higher in the period and Immotion returning an unrealised loss,
accounting for the slight drop in the Company's half year NAV. At the time of
writing, the share price in ENGAGE has further recovered while Immotion
remains lower.
The Board is not overly concerned with the volatile price movements of ENGAGE
and Immotion, as unlisted investments represent by far the greater proportion
of the Company's portfolio and there have been no grounds for any portfolio
impairment since the Company's launch.
In the period to 30 September 2022, the Company's NAV attributable to
shareholders increased steadily to £8.01m, with only a limited marketing
strategy being employed by the Investment Manager.
The Company's share price continues to trade a discount to its last published
NAV, of around 14%. This is entirely normal for listed investment trusts. As a
reflection of investor appetite, in June 2022 the Company was able to raise
new subscriptions through a private placing at the mid-market share price,
thus validating its share price.
PORTFOLIO UPDATE - FUND I
The Company holds 25.9% in Sure Valley Ventures Fund I, the first Sub-Fund of
Suir Valley Fund ICAV ("Fund I"). The total commitment to Fund I was €7m
(the Company increased its initial commitment from €4.5m in September 2019),
of which €6.1m (87%) has been drawn down as at 30 September 2022.
The Company also holds direct investments outside of Fund I, in Immotion, a
listed immersive virtual reality ("VR") entertainment group and VividQ
Limited, a privately owned deep technology company pioneering the application
of holography in augmented reality ("AR") and VR. The Fund I portfolio
includes one listed entity, ENGAGE, a developer of VR software and immersive
experiences with a specific focus on education. As at 30 September 2022,
through its holding in Fund I, the Company has exposure to a further fifteen
privately held companies in the AR, VR, internet of things ("IoT") and
artificial intelligence ("AI") space. Fund I made its final portfolio
investment in July 2022 in Everyangle, the Dublin based AI company focusing on
the manipulation of CCTV and computer vision applications, transforming the
video data into clear, actionable solutions.
PORTFOLIO UPDATE - FUND II
In March 2022, the Company announced its commitment of £5m to the Sure Valley
Ventures Enterprise Capital Fund, of which £133k (3%) has been drawn down
against this commitment as at 30 September 2022. This is a £85m first close
of a total £95m UK software technology fund, investing in AR, VR and the
Metaverse, including AI, IoT and Cybersecurity in investee companies
throughout the UK ("Fund II"). The British Business Bank is the £50m
cornerstone investor through its Enterprise Capital Funds programme and it is
envisaged that investment in up to 25 software companies will be made during
the investment period. The Company's decision to invest in Fund II should
ensure its future growth and success.
As at 30 September 2022, the first portfolio Fund II investment of £1m has
been made in Retinize, a Belfast-based creative tech company developing an
Animotive software, harnessing VR technology to transform the 3D animation
process.
PORTFOLIO UPDATE - FUND II (CONTINUED)
Further information on the investment portfolio is provided in the report of
the Investment Manager which follows this statement.
COMMITMENTS AND FUNDING
As previously mentioned, in 2019, the Company announced an increase in
subscription to Fund I of €2.5m taking its total commitment to €7m,
thereby increasing its share in the Fund from 21.6% to 25.9%. This commitment
was made shortly before the Fund closed to new subscribers validating the
Company's belief that the Fund I portfolio is at a mature stage and, with
several investee companies preparing for further funding rounds, there is
demonstrable potential for further uplifts to occur from initial valuations.
The Company's commitment to Fund II is £5m over the duration of the Fund's
investment period and the forecast capital calls throughout the investment
period was a key consideration prior to agreeing to the Company's commitment
to Fund II.
The Company believes that it will have sufficient access to funding to meet
its commitments to the Fund I and to its anticipated commitments to Fund II
over the terms of each Fund's investment cycle, through a combination of
available cash, anticipated subscriptions and access to undrawn facilities.
INVESTMENT ENVIRONMENT
The Investment Manager has built a robust and varied portfolio of investee
companies for Fund I, adding complimentary business in diverse sectors through
its portfolio construction. New funding rounds and portfolio uplifts witnessed
in the full year to 31 March 2022 are expected to continue into the remainder
of the current financial year, as well as potential exit strategies being
explored and anticipated over the next 1-2 years. The first investment in Fund
II was made in the period and the current investment environment is likely to
benefit the Investment Manager's entry points, as initial investment
valuations are expected to be negotiated lower.
Despite the global investment environment and volatile markets, investor
appetite for early-stage technology companies remains strong. Ground-breaking
advances in technology are critical to future long term economic growth.
Labour issues and compressed profit margins provide even more reason to invest
in technology. The investments the Company holds have shown considerable
success to date and are in an excellent position to stimulate continued
investor enthusiasm.
The Company believes that its strategy of early-stage seed investment in its
chosen verticals continues to be a growth area, and to a certain degree, is
immune to many factors that influence the performance of larger technology
companies. The Company is conscious that the due diligence process utilised in
the construction of Fund I needs to be equally rigorous in the Investment
Manager's portfolio selection for Fund II. The Board is confident that the
disciplined investment process employed by the Investment Manager will
continue to produce enhanced shareholder returns.
DIVIDEND
During the period to 30 September 2022, the Company has not declared a
dividend (30 September 2021: £nil). Pursuant to the Company's dividend policy
the directors intend to manage the Company's affairs to achieve shareholder
returns through capital growth rather than income. The Company does not expect
to receive a material amount of dividends or other income from its direct or
indirect investments. It should not be expected that the Company will pay a
significant annual dividend, if any.
GEARING
The Company may deploy gearing of up to 20% of net asset value (calculated at
the time of borrowing) to seek to enhance returns and for the purposes of
capital flexibility and efficient portfolio management. The Company's gearing
is expected to primarily comprise bank borrowings but may include the use of
derivative instruments and such other methods as the Board may determine.
During the period to 30 September 2022 the Company did not employ any
borrowing (30 September 2021: £nil).
The Board will continue to review the Company's borrowing, in conjunction with
the Investment Manager on a regular basis pursuant with the Company's overall
cash management and investment strategy.
CAPITAL RAISING
On 31 May 2022, the Company announced a placing of 441,860 ordinary shares
that were admitted to trading on the Specialist Fund Segment of the London
Stock Exchange on 10 June 2022, under the existing ISIN: GB00BYWYZ460, taking
the total shares in admission as at 30 September 2022 to 6,455,085.
The Investment Manager's Report following this Statement gives further detail
on the affairs of the Company. The Board is confident of the long-term
prospects for the Company in pursuit of its investment objectives.
OUTLOOK
Global markets, and in particular the technology sector, are experiencing
turbulent times, with valuations of large, listed stocks coming under selling
pressures throughout 2022. As outlined above, the Company is not concerned by
the selling pressures in listed stocks and it believes its strategy of
portfolio investing in diverse, early-stage technology companies with proven
revenue streams in the high growth areas of its chosen verticals is still on
track to generate significant returns over the investment horizons of the
respective investment funds, including its direct investments. The Investment
Manager continues to explore routes to market and potential exits of Fund I
investee companies, as well as continuing to identify suitable additions for
Fund II, utilising its proven due diligence filter process. The Company is
confident that there will be more positive developments in the remainder of
the current financial year to announce for Fund I and Fund II, as well as
other potential investment opportunities.
Perry Wilson
Chairman
13 December 2022
2 Investment Manager's Report
Investment Manager's Report
The company
Sure Ventures plc (the "Company") was established to enable investors to gain
access to early stage technology companies in the four exciting and expansive
market verticals of augmented reality and virtual reality ("AR/VR"),
artificial intelligence ("AI"), Cybersecurity and the Internet of Things
("IoT").
The Company gains access to deal flow ordinarily reserved for venture capital
funds and ultra-high net worth angel investors, establishing a diversified
software-centric portfolio with a clear strategy. Listing the Fund on the
London Stock Exchange offers investors:
· Relative liquidity
· A quoted share price
· A high level of corporate governance
It is often too expensive, too risky and too labour intensive for investors to
build a portfolio of this nature themselves. We are leveraging the diverse
skillsets of an experienced management team who have the industry network to
gain access to quality deal flow, the expertise to complete extensive due
diligence in target markets and the entrepreneurial skills to help these
companies to mature successfully. Those investing in the Company will get
exposure to Sure Valley Ventures which in turn makes direct investments in the
above sectors in the UK & Ireland.
Augmented Reality & Virtual Reality
The Immersive Technologies market has had a significant growth boost during
COVID 19 (Netflix or video games for example) and AR/VR is no exception. The
AR/VR market was valued at $14.84 billion in 2020 by Allied Market Research
and is projected to reach $454.73 billion by 2030, registering a Compound
Annual Growth Rate ("CAGR") of 40.7%. Growth of the mobile gaming industry and
increase in internet connectivity act as the key drivers of the global AR and
VR market. In addition, increase in use of consumer electronic devices is
expected to fuel the global AR/VR market growth. Meta is a key player in VR,
has had great success with its Quest 2 VR headset and plans to launch a new
high-end metaverse headset in Q2 this year, along with Apple which is expected
to launch an AR and VR headset before the end of the year, both of which will
help accelerate growth in the market even further.
Internet of Things
MarketsandMarkets also forecasts that the post-COVID 19 global IoT market size
is expected to grow from USD 300.3 billion in 2021 to USD 650.5 billion by
2026, at a CAGR of 16.7% from 2021 to 2026. The major factors fueling the IoT
market include access to low-cost, low-power sensor technology, availability
of high-speed connectivity, increase in cloud adoption, and Increasing use of
data processing and analytics. Moreover, increase in smart city initiatives
worldwide, increase in connected devices to drive the growth of IoT, and
emerging 5G technology to help IoT adoption, globally would provide lucrative
opportunities for IoT vendors.
Cybersecurity
Grand View Research reports that the global cybersecurity market size was
valued at USD 184.93 billion in 2021 and is expected to expand at a CAGR of
12.0% from 2022 to 2030. The increasing number of cyber-attacks with the
emergence of e-commerce platforms, deployment of cloud solutions, and
proliferation of smart devices are some of the factors driving the market
growth. Cyber threats are anticipated to evolve with the increase in usage of
devices with intelligent and IoT technologies. As such, organisations are
expected to adopt and deploy advanced cyber security solutions to detect,
mitigate, and minimise the risk of cyber-attacks, thereby driving the market
growth.
Artificial Intelligence
MarketsandMarkets forecasts the global artificial intelligence ("AI") market
size to grow USD 58.3 billion in 2021 to USD 309.6 billion by 2026, at a CAGR
of 39.7% during the forecast period. Various factors such as growth of
data-based AI and advancement in deep learning and need to achieve robotic
autonomy to stay competitive in a global market are expected to drive the
adoption of the AI solutions and services.
The benefit of investing in companies in these four key sectors at a Seed
stage are that:
· Sure Valley Ventures can invest in these companies at attractive
valuations of between £2 to £8m and get up to 20% of the company for initial
investment amounts of between £0.75m to £1.25m.
· The investment sectors (AR/VR, IoT, AI, and Cybersecurity) have
massive growth potential ahead of them which creates a tailwind behind the
companies that are creating these new markets.
· These sectors are also ones that have the potential of creating
the next big European Companies and build on Europe's existing technology
strengths.
· These companies have the potential to get to exponential growth
and of achieving an IPO or being acquired by one of the Silicon Valley giants
who are all investing in these sectors.
· The Sure Valley Ventures Platform and Network can help fast-track
the development of these companies across the chasm to the Series A investment
round, which in turn increases the potential for an outsized return and also
reduces the risk of the failure of a portfolio company.
In summary, Sure Ventures plc can gain exposure to all of these benefit
through its participation in the Sure Valley Ventures Funds, as further
outlined below.
PORTFOLIO BREAKDOWN
On 6 February 2018, the Company entered into a €4.5m commitment to Sure
Valley Ventures ("Fund I"), the sole sub-fund of Suir Valley Funds ICAV and
its investment was equalised into Fund I at that date. On 31 August 2019, a
further €2.5m was committed to Fund I, taking the total investment in Sure
Valley Ventures to €7m. The first drawdown was made on 5 March 2018 and as
at 30 September 2022, a total of €6,118,839 had been drawn down against this
commitment.
On 26 April 2019, the Company made a direct investment of £500,000 into
VividQ Limited, a deep tech start-up with world leading expertise in 3D
holography. This investment represents the second direct investment of the
Company, alongside Immotion Group Plc, which was announced on 24 April 2018.
On 25 February 2022, Sure Ventures plc committed to invest £5m into the
second fund of Sure Valley Ventures ("Fund II"). Fund II completed an £85m
first close of a £95m UK software technology fund, which aims to increase the
supply of equity capital to high-potential, early-stage UK companies. The
first drawdown was made on 23 February 2022 and as at 30 September 2022, a
total of £133,500 had been drawn down against this commitment.
As detailed in the Statement of Position included in the following financial
statements, these two Sure Valley Ventures Fund investments alongside the two
direct investments, represent the entire portfolio of Sure Ventures plc as at
30 September 2022.
On 31 May 2022, the Company announced a placing of 441,860 ordinary shares.
The ordinary shares were admitted to trading on the Specialist Fund Segment of
the London Stock Exchange on 10 June 2022, under the existing ISIN:
GB00BYWYZ460, taking the total shares in admission as at 30 September 2022 to
6,455,085.
suir valley Funds ICAV
Suir Valley Funds ICAV (the ''ICAV'') is a close-ended Irish collective
asset-management vehicle with segregated liability between sub-funds
incorporated in Ireland pursuant to the Irish Collective Asset-management
Vehicles Act 2015 and 2020 constituted as an umbrella fund insofar as the
share capital of the ICAV is divided into different series with each series
representing a portfolio of assets comprising a separate sub-fund.
The ICAV was registered on 18 October 2016 and authorised by the Central Bank
of Ireland as a qualifying investor alternative investment fund ("QIAIF") on
10 January 2017. The initial sub-fund of the ICAV is Sure Valley Ventures, or
Fund I, which had an initial closing date of 1 March 2017. Fund I invests in a
broad range of software companies with a focus on companies in the AR/VR, AI
and IoT sectors.
As at 30 September 2022, Fund I had commitments totaling €27m and had made
seventeen direct investments into companies spanning the AR/VR, AI and IoT
sectors. One of these investments was sold in 2019, giving Fund I its first
realised gain on exit of around 5X return on investment. On 12 March 2018,
Immersive VR Education Limited, Fund I's first investment, completed a
flotation on the London Stock Exchange (AIM) and the Dublin Stock Exchange
(ESM). The public company is now called ENGAGE XR Holdings Plc - ticker EXR
(formerly VR Education Holdings plc). EXR was the first software company to
list on the ESM since that market's inception. In July 2020, following an
improvement in share price, Fund I decided to sell sufficient shares to
recover its initial investment. This resulted in a realised gain of €73k
being payable to Sure Ventures plc, along with its share of the initial
investment, and some escrow funds from the aforementioned exit. The final
escrow payment from the sale was settled in July 2021, seeing another €151k
flowing to the plc. Total distributions from Fund I to the plc as at 30
September 2022 was €1,759,630.
SUre valley VENTURES ENTERPRISE CAPITAL FUND
Sure Valley Ventures Enterprise Capital Fund is a close-ended UK based GP/LP
Fund which completed its first close on 1 March 2022. The total commitments
for this first close were £85m, with potential for a further £10m to be
raised in a secondary close. The British Business Bank are the cornerstone
investor of this Fund, committing £50m of the initial £85m, with Sure
Ventures plc committing a total of £5m.
Fund II has a similar investment strategy to Fund I, being a seed capital
investor in high growth software companies that are focused on bringing a
disruptive innovation to market. It plans to invest into 25 software companies
from across the UK through its new fund. As well as being based in London,
Dublin, and Cambridge, the Sure Valley team has recently opened an office in
Manchester to help access deals in the significant and exciting innovation
clusters that have developed around creative technologies in the North of
England and in the Metaverse and AI opportunities in cities such as
Manchester, Leeds, Sheffield and Newcastle.
As at 30 September 2022, the Fund had drawn down a total of £2.27m and has
made its first investment into a Belfast based company called Retinize, for an
amount of £1m. The total invested capital to date for Sure Ventures plc was
£95,000.
Performance
In the period to 30 September 2022, the Company's performance remained strong,
as it returned a net asset value of £1.24/unit, representing a 4% decline
from the audited March-22 NAV of £1.29p. The NAV remains largely unchanged as
a result of minimal fluctuations in valuation of any of the portfolio
companies from year end, against a backdrop of the usual cost base. The two
direct investments have have mixed results, with Immotion Group plc, closing
the period at 2.8p, down from 4.7p at the year-end; indicative of a tough few
months in the public markets and wider economy. VividQ remains unchanged,
having closed a new funding round to give Sure Ventures plc an unrealised gain
of 59% on its initial holding in the previous financial year. Given the lack
of revenue to support the ongoing operational costs of the plc, these
unrealised gains are key to maintaining a steady NAV, until the point that we
see more exits and realised gains.
FutuRe Investment OUTLOOK
Fund I has achieved one very positive realised gain, recovered its full
investment in its listed portfolio company, as well as seeing a number of
unrealised gains across the portfolio. The portfolio of current investments is
continuing to mature, with more companies completing series A funding rounds,
which has started to provide the NAV growth that was set out to achieve from
inception. As the investment period of this Fund draws to a close, there are
no more new investments to be made, with all remaining capital being allocated
to follow-on funding of existing investments, as these companies continue to
grow and provide Fund I with opportunities to exit.
We remain confident in the future outlook of the Company in the remaining half
of this financial year and in line with the Prospectus, particularly with the
launch of the new Enterprise Capital Fund, whilst also reserving the right to
make further direct investments provided there is sufficient working capital
to do so.
Shard Capital AIFM LLP
Investment Manager
28 October 2022
3 Interim Management Report
Interim Management Report
The report below together with the Chairman's Statement, Investment Manager's
Report and related party disclosures in the notes to the financial statements
constitute the Interim Management Report for the six months ended 30 September
2022.
Principal risks and uncertainties
The principal risks and uncertainties associated with the Company's business
are divided into the following main areas:
· Operational risks, including risks associated with reliance on
third party service providers, reliance on key individuals at the Investment
Manager and fluctuations in the market price of the Company's shares;
· Investment risks, including risks associated with the investment
objective, borrowing and liquidity of investments; and
· Regulatory risks, including risks associated with maintenance of
investment trust status and compliance with applicable legislative
obligations.
The above risks are described further in the Company's Annual Report for the
year ended 31 March 2022 together with measures that have been put in place to
mitigate and manage those risks.
In the view of the directors, the principal risks and uncertainties reported
in the latest Annual Report for the year ended 31 March 2022 remain unchanged
and will be applicable to the remaining six months of the financial year.
Going concern
The Board and the Investment Manager believe that the operational viability
and going concern status of the Company remains intact and will continue for
the next financial 12 months ahead and foreseeable future. The Board has no
concerns in regards to the ongoing existence of the Company.
The Board is also satisfied that the key service providers have the ability to
continue to operate efficiently in a remote or virtual working environment.
Statement of Directors' Responsibilities
The directors confirm that, to the best of their knowledge that:
a) the condensed set of unaudited financial statements contained within the
half-yearly financial report have been prepared in accordance with
International Accounting Standard ("IAS") 34, Interim Financial Reporting as
required by the Disclosure and Transparency Rule 4.2.4R, and give a true and
fair view of the assets, liabilities and financial position of the Company;
b) the Interim Management Report includes a fair review, as required by
Disclosure and Transparency Rule 4.2.7R, of important events that have
occurred during the first six months of the financial year, their impact on
the condensed set of unaudited financial statements, and a description of the
principal risks and perceived uncertainties for the remaining six months of
the financial year; and
c) the Interim Management Report includes a fair review of the information
concerning related parties' transactions as required by Disclosure and
Transparency Rule 4.2.8R.
For and on behalf of the board of directors
Perry Wilson
Chairman
13 December 2022
4 Alternative Performance Measures ("APMs")
Alternative Performance Measures ("APMs")
APMs are often used to describe the performance of investment companies
although they are not specifically defined under UK-adopted international
accounting standards. Calculations for APMs used by the Company are shown
below.
ONGOING CHARGES
A measure expressed as a percentage of average net assets, of the regular,
recurring annual costs of running an investment company, calculated in
accordance with the AIC methodology.
Period ended 30 September 2022
Average NAV (£'000) a £8,064
Recurring costs (£'000) b £336
b/a 4.17%
PREMIUM/(DISCOUNT)
The amount, expressed as a percentage, by which the share price is more than
the NAV per share.
As at 30 September 2022
NAV per ordinary share a 124.00p
Share price b 108.00p
Premium/(Discount) (b-a)/a (12.90%)
TOTAL RETURN
A measure of performance that includes both income and capital returns. This
takes into account capital gains and reinvestment of any dividends paid out by
the Company, with reinvestment on ex-dividend date.
Year ended 31 March 2022 NAV Share price
Opening as at 31 March 2022 (p) a 128.91 102.00
Closing at 30 September 2022 (p) b 124.00 108.00
Dividend reinvestment factor c 1 1
Adjusted closing (d = b x c) d 124.00 108.00
Total return (d-a) / a (3.81)% 5.88%
5 Financial Statements
Condensed Statement of Comprehensive Income
For the six months ended 30 September 2022 (unaudited)
Notes Revenue Capital Total
£
£
£
Income
Other net changes in fair value on financial assets at fair value through - (12,816) (12,816)
profit or loss
Rebate management fee 50,694 - 50,694
Total net income/(loss) 50,694 (12,816) 37,878
Expenses
Management fee (50,628) (66) (50,694)
Custodian, secretarial and administration fees (54,714) - (54,714)
Other expenses (125,036) - (125,036)
Total operating expenses (230,378) (66) (230,444)
Loss before taxation and after finance costs (179,684) (12,882) (192,566)
Taxation - - -
Loss after taxation (179,684) (12,882) (192,566)
Deficit per share 6 (2.87) (0.21) (3.08)
For the six months ended 30 September 2021 (unaudited)
Notes Revenue Capital Total
£
£
£
Income
Other net changes in fair value on financial assets at fair value through 912,687 912,687
profit or loss
-
Other income - 128,800 128,800
Total net income - 1,041,487 1,041,487
Expenses
Custodian, secretarial and administration fees (48,259) - (48,259)
Other expenses (101,100) - (101,100)
Total operating expenses (149,359) - (149,359)
Profit/(loss) before taxation and after finance costs (149,359) 1,041,487 892,128
Taxation - - -
Profit/(loss) after taxation (149,359) 1,041,487 892,128
Earnings per share 6 (2.48) 17.32 14.84
The total comprehensive income and expense for the period is attributable to
shareholders of the Company. The accompanying notes on pages 19 to 21 form
part of these condensed interim financial statements.
Condensed Statement of Financial Position
As at 30 September
2022
Notes 30 September 2022 31 March 2022
(unaudited) (audited)
£
£
Non-current assets
Investments held at fair value through profit or loss 7 8,000,187 7,516,667
8,000,187 7,516,667
Current assets
Receivables - 1,600
Cash and cash equivalents 83,398 282,178
83,398 283,778
Total assets 8,083,585 7,800,445
Current liabilities
Other payables (73,305) (48,849)
(73,305) (48,849)
Total assets less current liabilities 8,010,280 7,751,596
Total net assets 8,010,280 7,751,596
Shareholders' funds
Ordinary share capital 8 64,882 60,132
Share premium 6,215,280 5,768,780
Revenue reserves (1,495,372) (1,315,688)
Capital reserves 3,225,490 3,238,372
Total shareholders' funds 8,010,280 7,751,596
Net asset value per share 124.09 128.91
The accompanying notes on pages 19 to 21 form part of these condensed interim
financial statements.
The financial statements on pages 15 to 18 were approved by the board of
directors and authorised for issue on 13
December 2022. The financial statements were signed on its behalf by:
Perry Wilson, Chairman
Condensed Statement of Changes in Equity
For the six months ended 30 September 2022 (unaudited)
Ordinary Share Revenue Capital Total Total
Share Premium Reserves Reserves Reserves Equity
Capital
£ £ £ £ £ £
For the year ended 31 March 2022 60,132 5,768,780 (1,315,688) 3,238,372 1,922,684 7,751,596
Ordinary shares issued 4,750 470,250 - - - 475,000
Ordinary shares issue costs - (23,750) - - - (23,750)
Loss after taxation - - (179,684) (12,882) (192,566) (192,566)
Dividends paid in the period - - - - - -
Balance at 30 September 2022 64,882 6,215,280 (1,495,372) 3,225,490 1,730,118 8,010,280
For the six months ended 30 September 2021 (unaudited)
Ordinary Share Revenue Capital Total Total
Share Premium Reserves Reserves Reserves Equity
Capital
£ £ £ £ £ £
For the year ended 31 March 2021 53,507 5,146,030 (1,026,510) 752,737 (273,773) 4,925,764
Ordinary shares issued 6,625 655,875 - - - 662,500
Ordinary shares issue costs - (33,125) - - - (33,125)
Profit/(loss) after taxation - - (149,359) 1,041,487 892,128 892,128
Dividends paid in the period - - - - - -
Balance at 30 September 2021 60,132 5,768,780 (1,175,869) 1,794,224 618,355 6,447,267
The accompanying notes on pages 19 to 21 form part of these condensed interim
financial statements.
Condensed Statement of Cash Flows
For the six months ended 30 September 2022
Notes 30 September 2022 30 September 2021
(unaudited) (unaudited)
£ £
Cash flows from operating activities:
(Loss)/profit after taxation (192,566) 892,128
Adjustments for:
Decrease in receivables 1,600 -
Increase/(decrease) in payables 24,456 (17,718)
Unrealised profit on foreign exchange 7 (200,393) (23,856)
(Profit)/loss on sale of investment - (2,773)
Net changes in fair value on financial assets at fair value through profit or 7 213,208 (885,336)
loss
Net cash (outflow) from operating activities (153,695) (37,555)
Cash flows from investing activities:
Purchase of investments 7 (496,335) (894,541)
Sale of investments 7 - 261,360
Net cash (outflow) from investing activities (496,335) (633,181)
Cash flows from financing activities:
Proceeds from issue of ordinary shares 475,000 662,500
Share issue costs (23,750) (33,125)
Net cash inflow from financing activities 451,250 629,375
Net change in cash and cash equivalents (198,780) (41,361)
Cash and cash equivalents at the beginning of the period 282,178 1,255,199
Net cash and cash equivalents 83,398 1,213,838
The accompanying notes on pages 19 to 21 form part of these condensed interim
financial statements.
Notes to the Condensed Interim Financial Statements
1) General information
Sure Ventures plc (the "Company") is a company incorporated in England and
Wales (registration number: 10829500) on 21 June 2017 and commenced trading on
19 January 2018 upon listing. The registered office of the Company is
International House, 36-38 Cornhill, London, United Kingdom, EC3V 3NG.
The Company is an investment company within the meaning of section 833 of the
Companies Act 2006.
The Company operates as an investment trust in accordance with Chapter 4 of
Part 24 of the Corporation Tax Act 2010 and the Investment Trust (Approved
Company) (Tax) Regulations 2011. In the opinion of the directors, the Company
has conducted its affairs so that it is able to maintain its status as an
investment trust. Approval of the Company's application for approval as an
investment trust was received from HMRC on 22 November 2018, applicable from
the accounting period commencing 1 April 2018.
The Company is an externally managed closed-ended investment company with an
unlimited life and has no employees.
The information set out in these unaudited condensed interim financial
statements for the period ended 30 September 2022 does not constitute
statutory accounts as defined in section 435 of Companies Act 2006.
Comparative figures 31 March 2022 are derived from the financial statements
for that year. The financial statements for the year ended 31 March 2022 have
been delivered to the Registrar of Companies and contain an unqualified audit
report and did not contain a statement under emphasis of matter or statements
under section 498(2) or (3) of the Companies Act 2006. The financial
statements of the Company for the year ended 31 March 2022 are available upon
request from the Company's registered office at International House, 36-38
Cornhill, London, United Kingdom, EC3V 3NG.
2) Basis of accounting
The financial statements of the Company have been prepared in accordance with
UK-adopted international accounting standards in accordance with the
requirements of the Companies Act 2006. They do not include all the
information required for the full annual financial statements, and should be
read in conjunction with the annual financial statements of the Company for
the year ended 31 March 2022. The principal accounting policies adopted in the
preparation of the financial information in these unaudited condensed interim
financial statements are unchanged from those used in the Company's financial
statements for the year ended 31 March 2022. This report does not itself
contain sufficient information to comply with IFRS.
3) Estimates
The preparation of the unaudited condensed interim financial statements
requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets and
liabilities, income and expenses. Actual results may differ from these
estimates.
In preparing these unaudited condensed interim financial statements, the
significant judgement made by management in applying the Company's accounting
policies and the key sources of estimation were the same as those that applied
to the Company financial statements as at and for the year ended 31 March
2022.
4) Financial risk management
The Company's financial risk management objectives and policies are consistent
with those disclosed in the Company financial statements as at and for the
year ended 31 March 2022.
5) Taxation
As an investment trust the Company is exempt from corporation tax on capital
gains. The Company's revenue income is subject to tax, but offset by any
interest distribution paid, which has the effect of reducing that corporation
tax to nil. This means the interest distribution may be taxable in the hands
of the Company's shareholders.
6) Earnings per Share
For the six months period ended 30 September 2022 Revenue Capital Total
(pence)
(pence)
(pence)
Earnings per ordinary share (2.87)p (0.21)p (3.08)p
For the financial year ended 31 March 2022
Earnings per ordinary share (4.92)p 42.28p 37.36p
The calculation of the above is based on revenue returns of (£179,684) (31
March 2022: (£289,178)), capital returns of (£12,882) (31 March 2022:
£2,485,635) and total returns of (£192,566) (31 March 2022: £2,196,457) and
weighted average number of ordinary shares of 6,252,264 (31 March 2022:
5,878,910) as at 30 September 2022.
7) INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
As at 30 September 2022 As at 31 March 2022
£
£
Opening cost
Opening fair value 7,516,667 3,724,611
Purchases at cost 496,335 1,693,939
Sales - (261,361)
Realised gain - 2,773
Unrealised (loss)/gain (213,208) 2,406,989
Unrealised gain/(loss) on foreign exchange 200,393 (50,284)
Closing fair value 8,000,187 7,516,667
8) Ordinary Share Capital
The table below details the issued share capital of the Company as at the date
of the Financial Statements.
Issued and allotted No. of shares No. of shares Ordinary Share Capital Ordinary Share Capital
31 March
30 September
30 September 31 March 2022
2022
£
2022
2022
£
Ordinary shares of 1 penny each 6,455,085 6,013,225 64,882 60,132
On incorporation, the issued share capital of the Company was £0.01
represented by one ordinary share of £0.01. Redeemable preference shares of
50,000 were also issued with a nominal value of £1 each, of which 25% were
paid. The redeemable shares were issued to enable the Company to obtain a
certificate of entitlement to conduct business and to borrow under section 761
of the Companies Act 2006. The redeemable shares were redeemed on listing from
the proceeds of the issue of the new ordinary shares upon admission on 19
January 2018.
The following table details the subscription activity for the period ended 30
September 2022.
30 September 2022 31 March 2022
Balance as at 31 March 2022 6,013,225 5,350,725
Ordinary shares issued 441,860 662,500
Balance as at 30 September 2022 6,455,085 6,013,225
During the period ended 30 September 2022, all proceeds from this issue was
received (31 March 2022, all proceeds from this issue was received).
9) Related Party Transactions and Transactions with the Manager
Directors - There were no contracts subsisting during or at the end of the
period in which a director of the Company is or was interested and which are
or were significant in relation to the Company's business. There were no other
transactions during the period with the directors of the Company. The
directors do not hold any ordinary shares of the Company.
At 30 September 2022, there was £1,291 (31 March 2022: £1,445) payable to
Her Majesty's Revenue and Customs ("HMRC") for taxes on the directors fees and
expenses.
Manager - Shard Capital AIFM LLP (the 'Manager'), a UK-based company
authorised and regulated by the Financial Conduct Authority, has been
appointed the Company's manager and authorised investment fund manager for the
purposes of the Alternative Investment Fund Managers Directive. Details of the
services provided by the Manager and the fees paid are given in the Prospectus
dated 17 November 2017.
During the period the Company incurred £50,694 (31 March 2022; £87,219) of
fees and at 30 September 2022, there was £nil (31 March 2022: £Nil) payable
to the Manager.
During the period the Company paid £23,750 (31 March 2022: £33,125) of
placement fees to Shard Capital Partners LLP.
During the period the Company paid £6,110 (31 March 2022: £12,000)
(excluding VAT) of corporate broking retainer fees to Shard Capital Partners
LLP.
The Company has an investment in Sure Valley Ventures Fund, the sub-fund of
Suir Valley Funds ICAV and Sure Valley Ventures Enterprises Capital LP,
amounting to £7,028,893 and £64,668 respectively.
10) SubsequENT EVENTS
There were no subsequent events which would require disclosure in the
financial statements.
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