REG - Unicorn AIM VCT PLC - Half-year Report
20/05/2025 07:00
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RNS Number : 3744J Unicorn AIM VCT PLC 20 May 2025
Unicorn AIM VCT plc ("The Company")
Half-Yearly Report Announcement for the six months ended 31 March 2025
Financial Highlights
For the six months ended 31 March 2025
· Net Asset Value ("NAV") total return per share for the six months ended 31 March 2025, after adding back the dividends paid in the period, was -6.9% compared to the FTSE AIM All-Share Index which was -7.1%.
· £9.8 million of qualifying investments (£4.3 million new, £5.5 million follow-on) made in the period.
· Interim dividend of 3.0 pence per share declared for the six months ended 31 March 2025.
· Special dividend of 6.0 pence per share paid during the period.
· The Offer for Subscription launched on 28 January 2025 was announced as oversubscribed on 31 March 2025 and £15.2 million (after costs of £0.4 million) had been received by the Company at that date. A further £8.9 million (after costs of £0.2 million) was received in April 2025.
Fund Performance
Ordinary Shares Shareholders' Net asset value per share (NAV) Cumulative dividends paid per share** Net asset value plus cumulative dividends paid per share** Share price
Funds* (p) (p) (p) (p)
(£million)
31 March 2025 182.5 88.0 121.2 209.2 80.5
30 September 2024 199.4 104.7 111.7 216.4 93.5
31 March 2024 199.5 103.6 108.7 212.3 91.5
30 September 2023 211.9 122.6 93.5 216.1 103.5
* Shareholders' funds/net assets as shown in the Condensed Statement of Financial Position below.
** Total dividends (including special dividends) paid since 30 September 2015.
Percentage of Assets Held as at 31 March 2025
Description Total Qualifying Non- qualifying
% % %
AIM Traded 55.9 55.8 0.1
Unquoted 24.5 24.5 -
Fully Listed 9.6 - 9.6
Other funds *** 7.2 - 7.2
Cash and other assets 2.8 - 2.8
Valuation based on fair value
*** Other funds constitute the Unicorn Ethical Fund, the BlackRock Cash Fund
and the Royal London Short-Term Money Market Fund.
Chair's Statement
I am pleased to present the unaudited Half-Yearly Report of the Company for
the six-month period ended 31 March 2025.
As at 31 March 2025, the net assets of the Company were £182.5 million. This
represents a change of -£16.9 million compared to the position at the start
of the current financial year. After accounting for additional shares issued
in the period, following a successful Offer for Subscription and after adding
back dividends paid in the period, the total return for the six-month period
under review was -6.9%.
The period under review was characterised by heightened volatility across
global financial markets. Domestically, the UK has faced ongoing economic
headwinds, including; stubbornly elevated core inflation, persistently high
interest rates, and anaemic GDP growth, all of which have constrained business
investment and consumer demand. Against this backdrop, the market valuations
of Alternative Investment Market ("AIM") and smaller UK-listed businesses have
continued to suffer.
What is particularly striking is how many of these challenges now feel
repetitive in nature. The external pressures affecting smaller companies have
endured for far longer than many investors would have hoped or anticipated.
These factors include; tight monetary conditions, weak investor sentiment,
deteriorating risk appetite, persistent geopolitical tensions and stagnant
economic growth.
These headwinds continue to place disproportionate pressure on early-stage and
growth-oriented businesses, particularly those requiring access to capital. As
a result, several of the Company's portfolio holdings have seen further
valuation compression, despite delivering resilient operational performance.
During the period, the FTSE AIM All-Share Index registered a total return of
-7.1%. Unlike in recent periods, the larger constituents of the Index created
the largest drag on the Index's performance. Changes to the rules surrounding
inheritance tax were announced in the Autumn Budget. These changes weighed
heavily on the share prices of companies that typically feature heavily in IHT
Fund portfolios. Looking at UK equity market performance more widely, larger
quoted companies again outperformed UK small and mid-caps by a wide margin.
The FTSE 100 Index delivered a total return of +5.9%, while the FTSE 250 Index
declined by 6.4%over the same period.
Nonetheless, there have been some positive developments. Initial Public
Offering ("IPO") activity picked up during the first quarter of 2025, with
five companies listing on AIM. Meanwhile, M&A activity within the small
& mid-cap segments continued to be prominent, reflecting the attractive
valuations of UK listed companies to both domestic and international buyers.
Your Board appreciates that heightened takeover activity is a sign that value
exists within AIM and that such activity may well act as a catalyst for market
recovery. Meanwhile, there are short term benefits of heightened M&A
activity including; improved portfolio performance and potential liquidity
events which can lead to special dividend distributions to the Company's
Shareholders, as well as providing some downside protection to company
valuations.
The Board remains encouraged by the continued discipline and experience shown
by the Investment Manager in navigating complex market conditions. The
portfolio remains well diversified across sectors and across differing stages
of business maturity. We believe this positions the Company to benefit
meaningfully from an improvement in market conditions as and when this
materialises.
Investment Performance
A review of the ten most meaningful contributors to performance in absolute
terms (both positive and negative) follows:
SulNOx Group (3.2% of net assets, +£4.22 million)
SulNOx is a UK-based greentech company specialising in fuel conditioners and
emulsifiers designed to enhance the combustion of liquid hydrocarbon fuels.
Their solutions aim to reduce emissions, improve fuel efficiency, and support
industries in meeting environmental regulations without requiring capital
expenditure. In its Half-Yearly Financial Report for the six-month period
ended 30 September 2024, SulNox reported strong revenue growth; with sales up
173% and product volumes rising 400%. SulNOx continues to strengthen its
market position, reporting a healthy pipeline of confirmed sales and repeat
orders from key sectors including; shipping, logistics, and mining, thereby
positioning itself as a growing player in sustainable fuel technologies.
Cohort (7.9% of net assets, +£2.96 million)
Cohort is a holding company comprised of wholly owned subsidiaries that
deliver advanced technology solutions to defence and security clients. These
businesses operate across domains including electro-optical systems,
communications, and surveillance, with applications spanning land, sea &
air. In addition to defence, Cohort also serves civil sectors such as
transport and oil & gas. In 2024, the Cohort Group reported revenue of
£182.7 million and an operating profit of £17.4 million. Its order book
stood at £291.5 million, offering strong revenue visibility. Operating
subsidiaries secured several significant contracts during the year, enhancing
the group's innovation capabilities and strengthening its position in defence
communications, electronic warfare, and naval systems. During the six-month
period under review, Cohort raised gross proceeds of £40 million used partly
to fund its acquisition of EM Solutions which is an Australia-based developer
and producer of high-end SATCOM terminals for global naval and defence
customers.
Hasgrove (23.5% of net assets, +£2.64 million)
Hasgrove is an unquoted holding company, which owns an operating subsidiary
called Interact. Interact is a fast-growing global provider of corporate
intranet solutions that operates a Software-as-a-Service (SaaS) business
model. Pricing remains resilient, with consistent annual increases and no
signs of downward pressure. Product innovation continues to advance, marked by
the successful rollout of new standalone offerings. Net revenue retention
remains strong, with top-tier clients demonstrating particularly high
engagement and growth. Additionally, Interact's S6 division has now become
profitable and is targeting significant year-on-year expansion in the current
financial year.
SkinBioTherapeutics (1.0% of net assets, +£1.05 million)
SkinBioTherapeutics plc is a UK-based life sciences company specialising in
skin health through microbiome-based technologies. SkinBio's pipeline includes
products for skin health, with potential applications in areas like eczema,
psoriasis, and wound healing. They aim to develop both over the counter and
prescription products, by leveraging their proprietary technology. In its Half
Yearly Financial Report for the six month period ended 31 December 2024,
SkinBio reported half year revenue of £1.58 million, up significantly
year-on-year, with a reduced net loss of £1.03 million. Dermatonics, an
operating subsidiary, saw steady growth, while SkinBio also advanced its
SkinBiotix™ and AxisBiotix platforms. Ongoing R&D and new studies aim to
strengthen its position in the skin health and cosmetics markets.
Anpario (3.8% of net assets, +£0.75 million)
Anpario is an independent UK-based manufacturer and distributor of natural
feed additives that enhance animal health, nutrition and biosecurity across
global agricultural and aquaculture markets. Anpario reported on a robust
financial performance and positive strategic advancements for its fiscal year
ended 31 December 2024. Revenue and adjusted earnings were up 23% and 56%
respectively, driven by strong growth in emerging markets. In the period,
Anpario also acquired U.S. based competitor, Bio-VetInc. in order to enhance
its North American presence. With solid cash reserves, Anpario remains focused
on global growth and sustainable animal health solutions.
Tracsis (3.3% of net assets, -£2.97 million)
Tracsis is a technology and software business that is split into two operating
divisions; a rail technology business and a traffic and data services
business. Renowned for its provision of software, hardware, data analytics,
and services for rail, traffic data, and broader transport industries, Tracsis
develops innovative solutions such as; smart ticketing and automated 'train
delay repayment' software to enhance customer experiences. In the period under
review, limited visibility and budget-related delays have increased near-term
risk and profit growth has been further impacted by slow progress on the
disposal of non-core activities. However, demand overall is expected to
recover now that election uncertainty has passed.
Aurrigo International (1.9% of net assets, -£2.32 million)
Aurrigo is a leading provider of highly specialised autonomous transport
solutions, which are predominately aimed at the aviation ground handling
industry. Aurrigo's patent protected autonomous vehicles promise more
efficient baggage transportation to and from aircraft, thereby reducing labour
reliance and minimising the frequency and severity of accidents. Despite
healthy revenue growth in its Autonomous division, Aurrigo reported a £1.9
million EBITDA loss in its most recently released Half-Yearly Report, which
reflects the company's requirement for ongoing R&D investment. While
strategic partnerships and global expansion show promise, financial
performance remains weak and is dependent on gaining further commercial
traction.
MaxCyte (2.8% of net assets, -£2.14 million)
MaxCyte is a leading biotechnology business, which has developed a technology
platform to enable the precision engineering of human cells for a wide range
of therapeutic applications. Prominent drug developers and academic
institutions already utilise MaxCyte's unique technology to pioneer new cell
therapies targeting cancer and other rare genetic diseases. However, over the
course of 2024, MaxCyte experienced a 6% revenue decline to $38.6 million,
which was triggered by a drop in revenues from strategic platform licences. In
addition, losses widened to $41.1m, highlighting ongoing investment in R&D
and Sales & Marketing. A solid net cash balance of almost $200 million and
strong core business growth support MaxCyte's long-term potential. MaxCyte
recently announced plans to delist from AIM, with the intention of improving
liquidity and reducing costs via a sole Nasdaq listing.
Tristel (2.7% of net assets, -£1.67 million)
Tristel develops products designed to prevent hospital acquired infection.
Through use of its proprietary chlorine dioxide disinfectant technologies,
Tristel's products combat microbial transmission, particularly within hospital
and clinical environments, ensuring high-level disinfection and patient
safety. Tristel's share price weakened during the six-month period after
management noted that sales growth in the US market had been below their
expectations due to bureaucratic delays in signing new customers. Nonetheless,
they remain confident in the market opportunity and continue to gain
commercial traction with their US partner, Parker Labs. Subsequently, Tristel
released interim results in February 2025 which reported solid revenue growth
of 8% to £22.6 million and a 19% increase in adjusted pre-tax profitto £4.9
million.
Futura Medical (0.3% of net assets, -£1.40 million)
Futura Medical is a UK-based pharmaceutical company focused on the research,
development, and commercialisation of innovative sexual health treatments.
Futura Medical is best known for its proprietary topical formulations, such as
Eroxon®, which offer clinically proven, fast acting, and non-invasive
alternatives to conventional therapies. In January 2025, Futura Medical issued
a cautious trading update, which guided to lower than previously forecast
sales for fiscal year 2025 due to slower than anticipated US sales growth for
its Eroxon product, as well as some launch delays in other regions. Management
noted that they remain confident in the opportunity to address the unmet need
for an accessible erectile disfunction treatment. However, Eroxon is an
entirely new product category and therefore accurately predicting its sales
and royalty payments is particularly challenging. Futura Medical remains well
capitalised with net cash of £6.6 million supporting ongoing product and
marketing investment.
Investment Activity
Investment activity during the period reflected a cautious yet selective
approach to new investments. The Company completed four new VCT qualifying
investments at a cost of £4.3 million and provided follow-on funding of £5.5
million across nine existing portfolio companies. While the broader IPO market
remained relatively subdued, we have seen a modest increase in capital raising
activity on AIM and a growing pipeline of prospective investments that meet
our quality and growth criteria
.
The Investment Manager continues to maintain a rigorous engagement process
with investee companies to monitor financial and strategic progress and to
ensure alignment with shareholder interests.
Offer for Subscription
The Company launched a new Offer for Subscription on 28 January 2025, which
was fully subscribed, raising £24.1 million (net of costs). On behalf of the
Board, I am pleased to welcome all new Shareholders and to express our sincere
appreciation to existing Shareholders for their continued support.
The successful completion of the Offer in what has remained a challenging
fundraising environment for AIM-focused VCTs is a strong endorsement of the
Company's long-term track record and the disciplined investment approach
employed by the Investment Manager. It reflects ongoing confidence in the
Company's ability to identify and support high-quality growth businesses
during uncertain market conditions.
Dividends
The Board has declared an interim dividend of 3.0 pence per share for the six
months ended 31 March 2025. This will be paid on 12 August 2025 to
Shareholders on the register as at 11 July 2025. The shares will be quoted
ex-dividend from 10 July 2025.Dividend decisions are made with careful
consideration of distributable reserves, portfolio performance, and future
cash requirements.
Sanctions Checking
Following legislative changes and the widening of the UK financial sanctions
regime, the Company must ensure that dividends are only paid to persons who
have been sanctions checked. A small number of Shareholders have not provided
date of birth information to enable this checking to be undertaken. The
Directors have taken the decision to withhold payments to those Shareholders
until this information is received. Please contact us via any of the three
methods detailed on page 22 of the Report if you have not yet responded to
previous requests to provide your date of birth to ensure that you receive all
dividends owing to you.
Dividend Reinvestment Scheme ("DRIS")
2,961,725 Ordinary Shares were allotted during the period under the DRIS,
enabling Shareholders to reinvest their dividends tax efficiently.
Share Buybacks
The Board continues to believe that it is in the best interests of the Company
and its Shareholders to make market purchases of its shares from time to time.
During the period from 1 October 2024 to 31 March 2025, the Company bought
back 3,100,584 Ordinary Shares for cancellation, representing 1.6% of the
shares in issue at 30 September 2024, at an average price of 84.49 pence per
share (including costs).
Material Transactions
Other than the Offer for Subscription, Share Buybacks and the purchase of
investments described above, there were no material transactions in the
six-month period ended 31 March 2025.
VCT Status
The Company continues to meet all HM Revenue & Customs requirements
relating to Venture Capital Trusts. As at 31 March 2025, approximately 93%
(excluding recent capital raises which are not included in the test) of total
assets were invested in VCT qualifying holdings, comfortably above the 80%
requirement. The Board remains committed to maintaining compliance and
protecting the tax benefits available to our Shareholders.
Summary & Outlook
Investor confidence remains subdued, with capital continuing to favour larger,
more liquid parts of the market. While this trend has suppressed valuations
across the small and mid-cap segment, it has also driven heightened M&A
interest. As evidenced by recent transactions across the Company's portfolio,
high-quality UK growth businesses are increasingly attracting attention from
well capitalised acquirers, both public and private.
Compounding the uncertainty for investors and businesses alike is the growing
unpredictability of U.S. economic and foreign policy under the current
administration. Shifting trade priorities, inconsistent fiscal signalling, and
a confrontational international stance have introduced additional layers of
complexity to an already fragile global environment. For many of the Company's
investee businesses, particularly those with cross-border operations or global
supply chains, this lack of stability impairs the ability to plan for
long-term growth and also increases execution risk. Markets remain acutely
sensitive to U.S. policy direction, and the broader effects are rippling out
well beyond American borders.
The Board is realistic about the near-term challenges but also remains
confident in the long-term merits of the Investment Manager's investment
approach. The current portfolio includes numerous companies that retain
resilient balance sheets, have commercially successful operating models, and
enjoy strong competitive positions. These businesses, supported by prudent
stewardship and active engagement from the Investment Manager, means the
Company is well positioned to deliver value as and when market conditions
begin to improve.
As ever; patience, discipline, and a long-term perspective remain essential.
While the current negativity may feel depressingly familiar, the businesses
that we back have shown resilience and it is upon this foundation that our
conviction in better times ahead is based.
Tim Woodcock
Chair
19 May 2025
Investment Objective
The Company's objective is to provide Shareholders with an attractive return
from a diversified portfolio of investments, predominantly in the shares of
AIM quoted companies, by maintaining a steady flow of dividend distributions
to Shareholders from the income as well as capital gains generated by the
portfolio.
It is also the objective that the Company should continue to qualify as a
Venture Capital Trust, so that Shareholders benefit from the taxation
advantages that this brings. To achieve this at least 80% for accounting
periods commencing after 6 April 2019 (previously 70%) of the Company's total
assets are to be invested in qualifying investments of which 70% by VCT value
(30% in respect of investments made before 6 April 2018 from funds raised
before 6 April 2011) must be in ordinary shares which carry no preferential
rights (save as permitted under VCT rules) to dividends or return of capital
and no rights to redemption.
Investment Policy
In order to achieve the Company's investment objective, the Board has agreed
an investment policy which requires the Investment Manager to identify and
invest in a diversified portfolio, predominantly of VCT qualifying companies
quoted on AIM that display a majority of the following characteristics:
➢ experienced and well-motivated management;
➢ products and services supplying growing markets;
➢ sound operational and financial controls; and
➢ potential for good cash generation in due course, to finance ongoing
development and support for a progressive dividend policy.
Asset allocation and risk diversification policies, including maximum
exposures, are to an extent governed by prevailing VCT legislation. No single
holding may represent more than 15% (by VCT value) of the Company's total
investments and cash, at the date of investment.
There are a number of VCT conditions which need to be met by the Company which
may change from time to time. The Investment Manager will seek to make
qualifying investments in accordance with such requirements.
Asset Mix
Where capital is available for investment while awaiting suitable VCT
qualifying opportunities or is in excess of the 80% VCT qualification
threshold for accounting periods commencing after 6 April 2019 (previously
70%), it may be held in cash or invested in money market funds, collective
investment vehicles or non-qualifying shares and securities of fully listed
companies registered in the UK.
Borrowing
To date the Company has operated without recourse to borrowing. The Board may
however consider the possibility of introducing modest levels of gearing up to
a maximum of 10% of the adjusted capital and reserves, should circumstances
suggest that such action is in the interests of Shareholders.
Venture Capital Trust Status
The Company has satisfied the requirements for approval as a Venture Capital
Trust ("VCT") under section 274 of the Income Tax Act 2007 (ITA). It is the
Directors' intention to continue to conduct the business of the Company so as
to maintain compliance with that section.
Unaudited Investment Portfolio Summary
as at 31 March 2025
Qualifying investments Book cost Valuation % of net assets by value *
£'000 £'000
AIM quoted investments:
Cohort 1,278 14,340 7.9
Anpario 1,423 6,994 3.8
Tracsis 1,500 5,940 3.3
SulNOx Group ** 1,741 5,785 3.2
Avingtrans 996 5,478 3.0
The Property Franchise Group 1,883 5,453 3.0
MaxCyte 2,926 5,070 2.8
Tristel 878 4,742 2.6
AB Dynamics 792 4,438 2.4
Idox 1,242 3,663 2.0
Animalcare Group 2,401 3,546 1.9
Aurrigo International 4,858 3,428 1.9
Oberon Investments Group ** 2,499 2,927 1.6
Pulsar Group 3,159 2,869 1.6
SkinBioTherapeutics 1,500 1,895 1.0
Renalytix 3,025 1,611 0.9
Avacta Group 932 1,505 0.8
RC Formax 1,302 1,410 0.8
Icanthera ** 1,960 1,307 0.7
Windar Photonics 1,170 1,170 0.7
Ilika 1,528 1,164 0.6
Feedback 4,900 1,164 0.6
EDX Medical Group ** 1,300 1,152 0.6
Good Life Plus ** 1,500 1,080 0.6
PCI-PAL 1,023 1,043 0.6
Huddled Group 2,250 1,020 0.6
48 investments, each valued at less than 0.5% of net assets 68,015 11,571 6.3
117,981 101,765 55.8
Qualifying investments
Unlisted investments
Hasgrove 1,277 42,946 23.5
Heartstone Inns 1,112 609 0.3
Gama Aviaton 760 482 0.3
Phynova Group 1,500 359 0.2
nkoda Limited 2,496 246 0.1
11 investments, each valued at less than 0.1% of net assets 20,821 219 0.1
27,966 44,861 24.5
Total qualifying investments 145,947 146,626 80.3
Non-qualifying investments
Fully listed UK equities 20,125 17,496 9.6
Blackrock Cash Fund Class D (Unit Trust) 5,000 5,002 2.7
Royal London Short Term Money Market Fund Y(OEIC) 5,000 5,002 2.7
Unicorn Ethical Fund (OEIC) Income 4,483 3,194 1.8
AIM quoted investments 710 95 0.1
Other unlisted investments each valued at less than 0.1% of net assets 205 - -
Total non-qualifying investments 35,523 30,789 16.9
Total investments 181,470 177,415 97.2
Cash and cash equivalents 6,745 3.7
Current assets 552 0.3
Current liabilities (2,198) (1.2)
Net assets 182,514 100.0
* Based on fair value not VCT carrying value
** Listed on Aquis Exchange
Responsibility Statement
Directors' Statement of Principal Risks and Uncertainties
The important events that have occurred during the period under review and the
key factors influencing the financial statements are set out in the Chair's
Statement above.
In accordance with DTR 4.2.7, the Directors consider that with the exception
of those mentioned below, the principal risks and uncertainties facing the
Company have not materially changed since the publication of the Annual Report
and Accounts for the year ended 30 September 2024.
The principal risks faced by the Company include, but are not limited to:
• investment and strategic
• regulatory and tax
• operational
• fraud, dishonesty and cyber
• financial instruments
• economic and political
• black swan events
In addition, the Directors also assess the possibility of new and emerging
risks.
A more detailed explanation of these risks and the way in which they are
managed can be found in the Strategic Report on pages 33 and 34 and in the
Notes to the Financial Statements on pages 81 and 82 of the 2024 Annual Report
and Accounts - copies can be found via the Company's website,
www.unicornaimvct.co.uk (http://www.unicornaimvct.co.uk) .
Directors' Statement of Responsibilities in Respect of the Financial
Statements
In accordance with Disclosure and Transparency Rule (DTR) 4.2.10, Tim Woodcock
(Chair), Charlotta Ginman (Senior Independent Director), Julian Bartlett
(Chair of the Audit Committee) and Josie Tubbs, the Directors, confirm that to
the best of their knowledge:
● the condensed set of financial statements, which have been prepared in
accordance with FRS 104 "Interim Financial Reporting" give a true and fair
view of the assets, liabilities, financial position and loss of the Company
for the period ended 31 March 2025, as required by DTR 4.2.4;
● this Half-Yearly Report includes a fair review of the information required
as follows:
· the interim management report included within the Chair's Statement
and the Investment Portfolio Summary, includes a fair review of the
information required by DTR 4.2.7 being an indication of important events that
have occurred during the first six months of the financial year and their
impact on the condensed set of financial statements; and a description of the
principal risks and uncertainties facing the Company for the remaining six
months of the year; and
· there were no other related party transactions in the first six
months of the current financial year that are required to be disclosed in
accordance with DTR 4.2.8.
Cautionary Statement
This report may contain forward looking statements with regards to the
financial condition and results of the Company, which are made in the light of
current economic and business circumstances. Nothing in this report should be
construed as a profit forecast.
The Half-Yearly Report was approved by the Board of Directors on 19 May 2025,
and the above responsibility statement was signed on its behalf by:
Tim Woodcock
Chair
19 May 2025
Management of the Company
The Board has overall responsibility for the Company's affairs including the
determination of its investment policy. Risk is spread by investing in a
number of different businesses across different industry sectors. The
Investment Manager, Unicorn Asset Management Limited, is responsible for
managing sector and stock specific risk and the Board does not impose formal
limits in respect of such exposures. However, in order to maintain compliance
with HMRC rules and to ensure that an appropriate spread of investment risk is
achieved, the Board receives and reviews comprehensive reports from the
Investment Manager on a monthly basis. When the Investment Manager proposes to
make any investment in an unquoted company, the prior approval of the Board is
required. The Board continues to take the need for transparency and
independence seriously. When a conflict arises involving a relationship
between any Director and an investee or proposed investee company, that
Director abstains from any discussion or consideration on any such investment
by the Company.
The Administrator, ISCA Administration Services Limited, provides Company
Secretarial and Accountancy services to the Company.
Unaudited Condensed Income Statement
for the six months ended 31 March 2025
Six months ended 31 March 2025 (unaudited) Six months ended 31 March 2024 (unaudited) Year ended 30 September 2024 (audited)
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Net unrealised - (13,667) (13,667) - (8,809) (8,809) - (3,267) (3,267)
losses on investments 7
Net gains on realisation of investments 7 - 298 298 - 2,899 2,899 - 5,689 5,689
Income 4 1,420 - 1,420 1,262 - 1,262 2,910 - 2,910
Investment management fees
2 (458) (1,373) (1,831) (486) (1,459) (1,945) (980) (2,940) (3,920)
Other expenses (440) - (440) (406) - (406) (787) - (787)
Profit/ (loss) on ordinary activities before taxation
522 (14,742) (14,220) 370 (7,369) (6,999) 1,143 (518) 625
Tax on profit/(loss) on ordinary activities
3 - - - - - - - - -
Profit/ (loss) and total comprehensive income after taxation 625
522 (14,742) (14,220) 370 (7,369) (6,999) 1,143 (518)
Basic and diluted earnings per share: Ordinary Shares
5 0.27p (7.68)p (7.41)p 0.21p (4.20)p (3.99)p 0.62p (0.28)p (0.34)p
All revenue and capital items in the above statement derive from continuing
operations of the Company.
The total column of this statement is the Statement of Total Comprehensive
Income of the Company prepared in accordance with Financial Reporting
Standards ("FRS"). The supplementary revenue return and capital return columns
are prepared in accordance with the Statement of Recommended Practice ("AIC
SORP") issued in July 2022 by the Association of Investment Companies.
Other than revaluation movements arising on investments held at fair value
through Profit or Loss, there were no differences between the profit/(loss) as
stated above and at historical cost.
The notes form part of these Half-Yearly financial statements.
Unaudited Condensed Statement of Financial Position
as at 31 March 2025
As at As at As at
31 March 2025 31 March 2024 30 September 2024
Notes (unaudited) (unaudited) (audited)
£'000 £'000 £'000
Non-current assets
Investments at fair value 1e, 7 177,415 197,665 191.643
Current assets
Debtors 552 385 5,388
Cash and cash equivalents 6,745 3,438 4,420
7,297 3,823 9,808
Creditors; amounts falling due within one year
(2,198) (1,948) (2,029)
5,099 1,875 7,779
Net current assets
Net assets 182,514 199,540 199,422
Share capital and reserves
Called up share capital 2,074 1,926 1,904
Capital redemption reserve 230 169 199
Share premium account 142,272 123,741 124,570
Capital reserve 7,126 24,593 26,582
Special reserve 12,982 28,949 24,027
Profit and loss account 17,830 20,162 22,140
Equity Shareholders' funds 182,514 199,540 199,422
Basic and diluted net asset value per share of 1p each
Ordinary Shares 8 88.02p 103.58p 104.72p
The financial information for the six months ended 31 March 2025 and the six
months ended 31 March 2024 have not been audited.
The notes form part of these Half-Yearly financial statements.
Unaudited Condensed Statement of Changes in Equity
for the six months ended 31 March 2025
Called up share capital
£'000 Capital redemption reserve Share premium account Unrealised capital reserve Profit and loss account*
£'000 £'000 £'000 Special reserve* £'000
£'000 Total
£'000
Six months ended 31 March 2025
At 1 October 2024 1,904 199 124,570 26,582 24,027 22,140 199,422
(Loss)/profit after taxation - - - (19,456) - 5,236 (14,220)
Transfer to special reserve - - - - (2,561) 2,561 -
Shares issued under Offer for Subscription, net of costs 171 - 15,069 - - - 15,240
Net proceeds from DRIS share issue 30 - 2,633 - - - 2,663
Shares repurchased and cancelled (31) 31 - - (2,620) - (2,620)
Dividends paid - - - - (5,864) (12,107) (17,971)
At 31 March 2025 2,074 230 142,272 7,126 12,982 17,830 182,514
Six months ended 31 March 2024
At 1 October 2023 1,729 147 100,974 56,883 39,040 13,083 211,856
(Loss)/profit after taxation - - - (32,290) - 25,291 (6,999)
Transfer to special reserve - - - - (2,014) 2,014 -
Shares issued under Offer for Subscription, net of costs 187 - 19,309 - - - 19,496
Net proceeds from DRIS share issue 32 - 3,458 - - - 3,490
Shares repurchased and cancelled (22) 22 - - (2,026) - (2,026)
Dividends paid - - - - (6,051) (20,226) (26,277)
At 31 March 2024 1,926 169 123,741 24,593 28,949 20,162 199,540
Year ended 30 September 2024
At 1 October 2023 1,729 147 100,974 56,883 39,040 13,083 211,856
(Loss)/ profit after taxation - - - (30,301) - 30,926 625
Transfer to special reserve - - - - (4,077) 4,077 -
Shares issued under Offer for Subscription, net of costs 187 - 19,309 - - - 19,496
Net proceeds from DRIS share issues 40 - 4,287 - - - 4,327
Shares repurchased and cancelled (52) 52 - - (4,885) - (4,885)
Dividends paid - - - - (6,051) (25,946) (31,997)
At 30 September 2024 1,904 199 124,570 26,582 24,027 22,140 199,422
The financial information for the six months ended 31 March 2025 and the six
months ended 31 March 2024 have not been audited.
The profit and loss account comprises the revenue reserve of £776,000 and the
realised capital reserve of £17,054,000.
*The special reserve and profit and loss account are distributable to
Shareholders. The special reserve is used to fund market purchases of the
Company's own shares, to make distributions and to write-off existing and
future losses.
The notes form part of these Half-Yearly financial statements.
Unaudited Condensed Statement of Cash Flows
for the six months ended 31 March 2025
Notes Six months ended Six months ended Year ended
31 March 2025 31 March 2024 30 September 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Operating activities
Investment income received 1,390 1,587 3,188
Investment management fees paid (1,912) (2,072) (3,974)
Other cash payments (456) (476) (883)
Net cash outflow from operating activities (978) (961) (1,669)
Investing activities
Purchase of equity investments 7 (17,309) (18,795) (28,405)
Purchase of money market funds
7 (10,000) (35,000) (37,500)
Sale of investments 7 15,517 34,781 44,805
Sale of money market funds 17,520 23,000 34,500
7
Net cash inflow from investing activities 5,728 3,986 13,400
Net cash inflow before financing 4,750 3,025 11,731
Financing
Dividends paid 6 (15,288) (22,768) (27,641)
Unclaimed dividends returned - - 400
Shares issued under Offer for Subscription (net of transaction costs paid in 15,503 19,850 19,496
the period)
Expenses of DRIS share issues (20) - (38)
Shares repurchased for cancellation (2,620) (2,026) (4,885)
Net cash outflow from financing (2,425) (4,944) (12,668)
Net increase/(decrease) in cash and cash equivalents 2,325 (1,919) (937)
Cash and cash equivalents at start of period 4,420 5,357 5,357
Cash and cash equivalents at end of period 6,745 3,438 4,420
Reconciliation of operating loss to net cash outflow from operating activities
(Loss)/profit for the period (14,220) (6,999) 625
Net unrealised losses on investments 13,667 8,809 3,267
Net gains on realisation of investments (298) (2,899) (5,689)
Transaction costs (4) (60) (90)
(Increase)/decrease in debtors and prepayments (29) 319 287
Decrease in creditors and accruals (94) (131) (69)
Net cash outflow from operating activities (978) (961) (1,669)
The financial information for the six months ended 31 March 2025 and the six
months ended 31 March 2024 have not been audited.
The notes form part of these Half-Yearly financial statements.
Notes to the unaudited financial statements
for the six months ended 31 March 2025
1. Principal accounting policies
a) Statement of compliance
The Company's Financial Statements for the six months to 31 March 2025 have been prepared under UK Generally Accepted Accounting Practice ("UK GAAP") and the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('the SORP') issued in July 2022 by the Association of Investment Companies.
The financial statements have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 30 September 2024.
b) Financial information
The financial information contained in this report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The financial information for the periods ended 31 March 2025 and 31 March 2024 have not been audited or reviewed by the Company's Auditor pursuant to the Auditing Practices Board guidance on such reviews. The information for the year to 30 September 2024 has been extracted from the latest published Annual Report and Financial Statements, which have been lodged with the Registrar of Companies, contained an unqualified auditors' report and did not contain a statement required under Section 498 (2) or (3) of the Companies Act 2006.
c) Going concern
After due consideration, the Directors believe that the Company has adequate resources for the foreseeable future and that it is appropriate to apply the going concern basis in preparing the Financial Statements. As at 31 March 2025, the Company held cash balances of £6.7 million, £17.5 million in fully listed stocks and £3.2 million in the Unicorn Ethical OEIC fund, £5.0 million in the BlackRock Cash Fund (Unit Trust) and £5.0 million in the Royal London Short-Term Money Market Fund (OEIC). The majority of the Company's investment portfolio remains invested in qualifying and non-qualifying AIM traded equities which may be realised, subject to the need for the Company to maintain its VCT status. The cash flow projections, covering a period of at least twelve months from the date of approving the Financial Statements, have been reviewed and show that the Company has access to sufficient liquidity to meet both contracted expenditure and any discretionary cash outflows from buybacks and dividends. The Company has no borrowings and is therefore not exposed to any gearing covenants.
d) Presentation of the Income Statement
In order to better reflect the activities of a VCT and in accordance with the
SORP, supplementary information which analyses the Income Statement between
items of a revenue and capital nature has been presented alongside the
Statement of Comprehensive Income. The revenue column of profit attributable
to Shareholders is the measure the Directors believe appropriate in assessing
the Company's compliance with certain requirements set out in Section 274
Income Tax Act 2007.
e) Investments
All investments held by the Company are classified as "fair value through
profit or loss", in accordance with FRS102. This classification is followed as
the Company's business is to invest in financial assets with a view profiting
from their total return in the form of capital growth and income and in
accordance with the Company's risk management and investment policy. In the
preparation of the valuation of assets, in accordance with current IPEV
guidelines, the Directors are required to make judgements and estimates that
are reasonable and incorporate their knowledge of the performance of the
investee companies.
· For investments actively traded on organised financial markets,
fair value is generally determined by reference to Stock Exchange market
quoted bid prices at the close of business on the balance sheet date.
Purchases and sales of quoted investments are recognised on the trade date
where a contract of sale exists whose terms require delivery within a time
frame determined by the relevant market.
· For level 2 investments fair value is determined by the Net Asset
Value of the OEICs and Unit Trust at the balance sheet date.
· Unquoted investments are reviewed at least quarterly to ensure
that the fair values are appropriately stated and are valued in accordance
with current IPEV guidelines as updated in December 2022, which relies on
subjective estimates. Fair value is established by assessing different methods
of valuation, such as price of recent transaction, earnings multiples,
discounted cash flows and net assets. Purchases and sales of unlisted
investments are recognised when the contract for acquisition or sale becomes
unconditional.
· Where a company's underperformance against plan indicates a
diminution in the value of the investment, provision against cost is made, as
appropriate. Where it is considered the value of an investment has fallen
permanently below cost, the loss is treated as a permanent impairment and as a
realised loss, even though the investment is still held. The Board assesses
the portfolio for such investments and, after agreement with the Investment
Manager, will agree the values that represent the extent to which an
investment loss has become realised. This is based upon an assessment of
objective evidence of that investment's future prospects, to determine whether
there is potential for the investment to recover in value.
· Redemption premiums on loan stock investments are recognised at
fair value when the Company receives the right to the premium and when
considered recoverable.
f) Capital reserves
(i) Realised (included within the Profit and Loss Account reserve)
The following are accounted for in these reserves:
• the costs associated with the running of the
Company;
• gains and losses on realisation of investments;
• permanent diminution in value of investments; and
• transaction costs incurred in the acquisition of investments.
(ii) Unrealised capital reserve (Revaluation reserve)
Increases and decreases in the valuation of investments held at the period end
are accounted for in this reserve, except to the extent that the diminution is
deemed permanent.
In accordance with stating all investments at fair value through profit or
loss, all such movements through both unrealised and realised capital reserves
are shown within the Income Statement for the period.
(iii) Special reserve
The Special reserve was created by the cancellation of the Share premium
account and Capital redemption reserve in March 2019. The purpose of the
Special reserve is to fund market purchases of the Company's own shares as and
when it is considered by the Board to be in the interests of the Shareholders,
make distributions and to write-off existing and future losses (including
permanent impairments) as the Company must take into account capital losses in
determining distributable reserves. In addition, 75% of the management fee and
the related tax effect are transferred to this reserve. Included in the
transfer to the Special reserve from profit and loss account is the total of
realised losses incurred by the Company in the period of £1,188,000.
(iv) Capital redemption reserve
Represents the nominal value of the shares purchased and cancelled.
(v) Share premium account
Represents the amount received in excess of nominal value on the issue of
shares.
(vi) Share capital
Represents the nominal value of the shares issued.
2. Investment Management Fees
Unicorn Asset Management Limited ("UAML") receives an annual management fee,
calculated and payable quarterly in arrears, of 2.0% of the net asset value of
the Company, excluding the value of the investments in the OEIC which is also
managed by UAML, up to net assets of £200 million, 1.5% of net assets in
excess of £200 million and 1.0% of net assets in excess of £450 million. If
the Company raises further funds during a quarter the net asset value for that
quarter is reduced by an amount equal to the amount raised, net of costs,
multiplied by the percentage of days in that quarter prior to the funds being
raised.
The Directors have charged £1,373,000, 75% of the investment management fees
to the capital reserve and the balance of 25%, being £458,000, to revenue.
At 31 March 2025, £896,000 payable to the Investment Manager is included in
creditors due within one year.
3. Taxation
The total allowable expenses exceed income hence there is no tax charge for
the period.
4. Income
Six months Six months Year ended
ended ended 30 September 2024
31 March 2025 31 March 2024 (audited)
(unaudited) (unaudited) £'000
£'000 £'000
Equity dividends 937 861 1,830
Unicorn managed OEICs (including reinvested dividends) 71 58 189
Other OEICs and Unit Trusts 375 298 804
Bank interest 37 54 81
Loan stock interest - (9) 6
1,420 1,262 2,910
5. Basic and diluted earnings and return per share
` Six months Six months Year ended
ended ended 30 September
31 March 2025 31 March 2024 2024
(unaudited) (unaudited) (audited)
Total earnings after taxation (£'000) (14,220) (6,999) 625
Basic and diluted earnings per share (pence) (7.41) (3.99) 0.34
Net revenue from ordinary activities after taxation (£'000) 522 370 1,143
Basic and diluted revenue earnings per share (pence)
0.27 0.21 0.62
Total capital return after taxation (£'000) (14,742) (7,369) (518)
Basic and diluted capital earnings per share (pence)
(7.68) (4.20) (0.28)
Weighted average number of shares in issue in the period
191,924,642 175,546,429 183,590,913
There are no instruments in place that may increase the number of shares in
issue in the future. Accordingly, the above figures represent both basic and
diluted earnings per share.
6. Dividends
Six months ended Six months ended Year ended
31 March 2025 31 March 2024 30 September 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Amounts recognised as distributions to equity holders in the period:
Interim capital dividend of nil pence (2024: 3.0 pence) per share for the year - - 5,728
ended 30 September 2024 paid on 13 August 2024
Final capital dividend of 3.1 pence (2024: 3.5 pence) per share for the year 5,864 6,051 6,051
ended 30 September 2024 paid on 21 February 2025
Final revenue dividend of 0.4 pence (2024: nil pence) per share for the year 757 - -
ended 30 September 2024 paid on 21 February 2025
Special capital dividend of 6.0 pence (2024:11.7 pence) per share for the year 11,350 20,226 20,226
ended 30 September 2024 paid on 21 February 2025
Total dividends paid in the period* 17,971 26,277 32,005
Unclaimed dividends returned ‑ ‑ (8)
Total dividends 17,971 26,277 31,997
* The difference between total dividends paid and that shown in the Condensed
Cash Flow Statement is £2,683,000, which is the amount of dividends
reinvested under the Dividend Reinvestment Scheme ("DRIS").
7. .Investments at fair value
Fully Traded on AIM Unlisted shares Unlisted loan stock Other Total
listed £'000 £'000 £'000 Funds*** £'000
£'000 £'000
Book cost at 30 September 2024
20,980 115,078 27,184 600 14,563 178,405
Unrealised (losses)/ gains at 30 September 2024 (1,871) 1,837 27,128 - (511) 26,583
Permanent impairment in value of investments - (2,199) (11,146) - - (13,345)
Opening valuation at 30 September 2024 19,109 114,716 43,166 600 14,052 191,643
Shares delisted * - (1,014) 1,014 - - -
Purchases at cost - 9,809 - - 17,500 27,309
Sale proceeds (1,683) (8,920) (49) - (17,520) (28,172)
Net realised (losses)/ gains** (50) 391 49 - (88) 302
Movement in unrealised gains 120 (13,122) 681 (600) (746) (13,667)
Closing valuation at 31 March 2025 17,496 101,860 44,861 - 13,198 177,415
Book cost at 31 March 2025
20,125 118,691 27,571 600 14,483 181,470
Unrealised (losses)/gains at 31 March 2025 (1,882) (15,379) 26,272 (600) (1,285) 7,126
Permanent impairment in value of investments (747) (1,452) (8,982) - - (11,181)
Closing valuation at 31 March 2025 17,496 101,860 44,861 - 13,198 177,415
*Shares delisted the period relate to The Merit Group (£134,000) and Tribe
Technologies (£880,000),
** Transaction costs on the purchase and disposal of investments of £4,000
were incurred in the period. These have not been deducted from the realised
gains shown above of £302,000 but have been deducted in arriving at gains on
realisation of investment disclosed in the Income Statement of £298,000.
*** Other funds include the Unicorn Ethical Fund and the Royal London Short
Term Money Market Fund which are both OEICs and the BlackRock Cash Fund which
is a Unit Trust.
Note: Permanent impairments of £11,181,000 continue to be held in respect of
losses on investments held at the period end. The reduction in impairments of
£2,164,000 relate to Syndicate Room Group (£625,000) which was sold and
Crawshaw Group(£1,539,000) which was dissolved during the period.
Reconciliation of cash movements in investment transactions
The difference between sales per Note 7 above and that shown in the Condensed
Cash Flow Statement is £4,865,000, which relates to a trade outstanding at
the period end of £135,000 and trades outstanding at the prior year end of
£5,000,000.
The table below sets out fair value measurements using FRS 102 s11.27 fair
value hierarchy. The Company has one class of assets, being at fair value
through profit or loss.
Level 1 Level 2 Level 3 Total
£000 £'000 £'000 £'000
At 31 March 2025
Equity investments 119,356 - 44,861 164,217
Open ended investment companies * - 13,198 - 13,198
Total 119,356 13,198 44,861 177,415
At 31 March 2024
Equity investments 140,338 - 29,415 169,753
Open ended investment companies * - 27,912 - 27,912
Total 140,338 27,912 29,415 197,665
At 30 September 2024
Equity investments 133,825 - 43,166 176,991
Loan stock investments - - 600 600
Open ended investment companies * - 14,052 - 14,052
Total 133,825 14,052 43,766 191,643
* Open ended companies include the Unicorn Ethical Fund and the Royal London
Short Term Money Market Fund which are both OEICs and the BlackRock Cash Fund
which is a Unit Trust.
There are currently no financial liabilities at fair value through profit or
loss.
Categorisation within the hierarchy has been determined on the lowest level
input that is significant to the fair value measurement of the relevant asset
as follows:
Level 1 - valued using quoted prices in active markets for identical assets.
Level 2 - valuation by reference to valuation techniques using directly
observable inputs other than quoted prices included within Level 1.
Level 3 - valued by reference to valuation techniques using inputs that are
not based on observable market data.
The valuation techniques used by the Company are explained in the accounting
policies in Note 1.
The fair value of unquoted investments, categorised as Level 3, is established
by assessing different methods of valuation, such as price of recent
transaction, earnings multiples, discounted cash flows and net assets,
therefore no assumptions are disclosed, or sensitivity analysis provided.
A reconciliation of fair value measurements in Level 3 is set out below:
Equity Loan stock
Investments Investments Total
£'000 £'000 £'000
Opening balance at 1 October 2024 43,166 600 43,766
Shares delisted 1,014 - 1,014
Sales (49) - (49)
Total gains/(losses)/gains included in losses on investments in the Condensed
Income Statement
- on assets sold 49 - 49
- on assets held at the period end 681 (600) 81
Closing balance at 31 March 2025 44,861 - 44,861
8. Net asset values
At 31 March At 31 March At 30 September 2024
2025 2024 (audited)
(unaudited) (unaudited)
Net assets £182,514,000 £199,540,000 £199,422,000
Number of shares in issue 207,363,582 192,635,379 190,437,026
Net asset value per share 88.02p 103.58p 104.72p
9. Post balance sheet events
On 4 April 2025, the Company allotted and issued 8,879,750 ordinary shares,
representing approximately 4.3% of the share capital at prices ranging from
90.26 pence per share to 94.64 pence per share, raising net funds of
£7,814,000 from gross subscriptions of £8,018,000.
On 15 April 2025, the Company allotted and issued 1,211,332 ordinary shares,
representing approximately 0.6% of the share capital at prices ranging from
85.95 pence per share to 90.11 pence per share, raising net funds of
£1,015,000 from gross subscriptions of £1,041,000. At the date of the
signing of this report, there are 217,454,664 ordinary shares in issue.
On 17 April 2025, a final Earn Out consideration of £527,000 was received
from Tissuemed Limited.
10. Related party transactions
During the first six months of the financial year, no transactions with
related parties have taken place which have materially affected the financial
position or the performance of the Company.
11. Copies of the Half Yearly Report
Copies of the Half Yearly Report will be available for download on the
Company's website: www.unicornaimvct.co.uk. (http://www.unicornaimvct.co.uk.)
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on this announcement (or any other website) is
incorporated into, or forms part of this announcement.
A copy of the 2025 Half Yearly Report will be submitted shortly to the
National Storage Mechanism ("NSM") and will be available for inspection at the
NSM, which is situated at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
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