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Albion Venture Capital Trust PLC: Annual Financial Report

               
Albion Venture Capital Trust PLC
LEI number: 213800JKELS32V2OK421

As required by the UK Listing Authority's Disclosure Guidance and Transparency Rules 4.1 and 6.3, Albion Venture Capital Trust PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 31 March 2019.

This announcement was approved for release by the Board of Directors on 1 July 2019.

This announcement has not been audited.

The Annual Report and Financial Statements for the year ended 31 March 2019 (which have been audited), will shortly be sent to shareholders. Copies of the full Annual Report and Financial Statements will be shown via the Albion Capital Group LLP website by clicking www.albion.capital/funds/AAVC/31Mar2019.pdf.

The information contained in the Annual Report and Financial Statements will include information as required by the Disclosure Guidance and Transparency Rules, including Rule 4.1.

Investment policy

Albion Venture Capital Trust PLC (the “Company”) is a venture capital trust and the investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value.

Investment policy
The Company will invest in a broad portfolio of smaller, unquoted growth businesses across a variety of sectors including higher risk technology companies. Investments may take the form of equity or a mixture of equity and loans. 

Allocation of funds will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company. Funds held pending investment or for liquidity purposes will be held as cash on deposit.

Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors. The maximum amount which the Company will invest in a single portfolio company is 15 per cent. of the Company's assets at cost, thus ensuring a spread of investment risk. The value of an individual investment may increase over time as a result of trading progress and it is possible that it may grow in value to a point where it represents a significantly higher proportion of total assets prior to a realisation opportunity being available.

Gearing
The Company's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves.

Background to the Company

The Company is a venture capital trust which raised a total of £39.7 million through an issue of Ordinary shares in the spring of 1996 and through an issue of C shares in the following year. The C shares merged with the Ordinary shares in 2001. The Company has raised a further £34.8 million under the Albion VCTs Top Up Offers since 2011.

On 25 September 2012, the Company acquired the assets and liabilities of Albion Prime VCT PLC (“Prime”) in exchange for new shares in the Company, resulting in a further £14.3 million of net assets.

Financial calendar

Record date for first dividend 12 July 2019
 

Payment of first dividend

 
 

31 July 2019
Annual General Meeting Noon on 21 August 2019
   
Announcement of half-yearly results for the six months ending 30 September 2019   December 2019

 
Payment of second dividend (subject to Board approval) 31 January 2020

 

Financial highlights

7.9p  Basic and diluted total return per share for the year ended 31 March 2019
   
5.0p Total tax-free dividend per share paid during the year ended 31 March 2019
   
79.0p  Net asset value per share as at 31 March 2019
   
233.8p Total shareholder return since launch to 31 March 2019
   
6.5% Annualised return since launch (without tax relief)

 

  31 March 2019 31 March 2018
   (pence per share)  (pence per share)
     
Opening net asset value 76.00 75.40
Revenue return 2.13 1.80
Capital return 5.73 3.70
Total return 7.86 5.50
Impact of fundraising/share buy backs 0.14 0.10
Dividends paid (5.00) (5.00)
Net asset value 79.00 76.00

 

Total shareholder return to 31 March 2019 Ordinary shares
(pence per share)
Total dividends paid during the year ended :  31 March 1997 2.00
  31 March 1998 5.20
  31 March 1999 11.05
  31 March 2000 3.00
  31 March 2001 8.55
  31 March 2002 7.60
  31 March 2003 7.70
  31 March 2004 8.20
  31 March 2005 9.75
  31 March 2006 11.75
  31 March 2007 10.00
  31 March 2008 10.00
  31 March 2009 10.00
  31 March 2010 5.00
  31 March 2011 5.00
  31 March 2012 5.00
  31 March 2013 5.00
  31 March 2014 5.00
  31 March 2015 5.00
  31 March 2016 5.00
  31 March 2017 5.00
  31 March 2018 5.00
  31 March 2019 5.00
Total dividends paid to 31 March 2019 154.80
   
Net asset value as at 31 March 2019 79.00
   
Total shareholder return to 31 March 2019 233.80

The financial summary above is for the Company, Albion Venture Capital Trust PLC Ordinary shares only. Details of the financial performance of the C shares and Albion Prime VCT PLC, which have been merged into the Company, can be found at the end of this report.

In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31 March 2020 of 2.50 pence per share to be paid on 31 July 2019 to shareholders on the register on 12 July 2019.

Notes

• Dividends paid before 5 April 1999 were paid to qualifying shareholders inclusive of the associated tax credit. The dividends for the

year to 31 March 1999 were maximised in order to take advantage of this tax credit.

Chairman’s statement

Introduction

I am pleased to report that the results for the year to 31 March 2019 achieved a total return of 7.86 pence per share, which is a 10.3% return on opening net asset value per share. This is the fifth consecutive year the Company’s return has exceeded the dividend paid out of 5 pence per share per annum to shareholders.

Change of investment policy

A material change to the Company’s investment policy was voted on by shareholders at the last Annual General Meeting. The change in investment policy was approved by shareholders with an encouraging 99.5% of shares voted for the resolution. The Company’s new investment policy can be found at the beginning of this announcement.

The Company’s investment portfolio will transition over time from an asset-based one to a portfolio with a greater focus on young growth companies. During the year we made our first seven investments in growth and technology businesses which amounted to £1.7 million and now represent a 3% holding in our portfolio. This included investment in a developer of software to improve decision making through augmented analytics and machine learning (Avora), an AI platform that generates optimised marketing campaigns (Phrasee), and a developer of biopharmaceuticals through the application software of a formulation technology platform (Arecor).

Investment performance and progress

Healthcare continues to be the largest sector in our portfolio, now representing 42%, which is a slight increase from last year. This includes our three care homes; Shinfield View, near Reading, Cumnor Hill House on the outskirts of Oxford (owned by Active Lives Care), and Ryefield Court in Hillingdon, West London, which have been continuing to build occupancy, leading to further uplifts in valuation of £2.4 million. Additionally, our Women’s health clinic The Evewell (Harley Street) opened in the autumn of 2018.

Our renewable energy investments are now relatively mature and represent 18% of the portfolio. We are pleased to report that in light of the significant expansion of our biogas investment, Earnside Energy, it was sold shortly after the year end generating proceeds of £1.8 million and a realised gain of 1.3 times cost including interest received. Infinite Ventures (Goathill) was also sold during the year generating proceeds of £0.6 million.

The boutique Stanwell Heathrow Hotel was sold in April 2019 generating proceeds of £3.2 million, representing a £1.8 million capital loss, although an uplift of £1.4 million on sale for the current year. The Holiday Inn Express at Stansted Airport, owned by Kew Green VCT (Stansted), returned £4.7 million of loan stock and share premium to the Company and is now our last remaining hotel in the portfolio. These two hotels accounted for 9% of the portfolio at the year end.

In education, which now represents 9% of the portfolio, Radnor House Twickenham is close to maturity with over 400 pupils while pupil numbers at Radnor House Sevenoaks have been continuing to grow and are now over 400. The number of applicants for 2019 is ahead of previous years and significant work has been done to upgrade the infrastructure and IT systems of the school. Meanwhile, MHS 1’s investment in Mount House School, an independent secondary day school in Barnet, North London, currently has 191 pupils and there are now 20 boys in the school which sets it onto the path of becoming co-educational.

With regards to other sectors, G.Network Communications, a provider of fibre optic broadband to businesses in central London, continues to expand generating an uplift in valuation of £0.4 million and Beddlestead, a start up wedding venue business has developed its first location in Wiltshire and opened in June 2019. Both business services and pubs and other leisure now each represent 5% of the Company’s portfolio. Cash and cash equivalents form the remaining 9%.

Further details of the portfolio and disposals made during the year can be found on pages 20 and 21 of the full Annual Report and Financial Statements.

Results and dividends

As at 31 March 2019, the net asset value was £67.5 million or 79.00 pence per share, compared to £65.8 million or 76.00 pence per share as at 31 March 2018, after the payment of total tax-free dividends of 5 pence per share. It is encouraging that the Company’s total return continues for the fifth year running to exceed the dividend of 5 pence per share.

The results comprised a total return of 7.86 pence per share for the year (2018:5.50 pence per share), which is made up of a 2.13 pence per share revenue return (2018:1.80 pence per share) and a 5.73 pence per share capital return (2018:3.70 pence per share).

This increased return has been partly through higher income generated by the investment portfolio, which has risen 12.8% from the previous year. The principal element, however, has come from capital uplifts: in particular the uplift in the third party valuations of our care homes, together with a pleasing uplift in the valuation of The Stanwell Hotel which as explained above was sold shortly after the year end.

In light of continued good progress, the Company will pay a first dividend of 2.5 pence per share for the year ending 31 March 2020 on 31 July 2019 to shareholders on the register on 12 July 2019, which is in line with the Company’s current objective of paying a dividend of 5 pence per share annually. Thereafter, it is intended that payment of the next dividend will be made at the end of January 2020.

New management performance incentive

Accompanying the Annual Report and Financial Statements is a Circular to shareholders proposing two changes to the management agreement with Albion Capital Group LLP. The first is for the introduction of a new management performance incentive, in order to recognise the changes that have taken place in the financial and regulatory environment over recent years. The second is to reduce the Company’s operating expenses by lowering the total expenses cap, above which any additional expenses are borne by the Manager. These changes will be implemented by way of a deed of variation of the Company’s existing management agreement and full details of the changes are set out in the Circular. These proposals will be voted on by shareholders under an ordinary resolution at a General Meeting which will follow the forthcoming Annual General Meeting.

Board composition

As highlighted in last year’s Chairman’s statement – David Watkins retired from the Board during the year after 22 years as Chairman.

Ebbe Dinesen intends to retire on 1 August 2019 after over 6 years with the Company. Prior to this he was a director of Albion Prime VCT PLC for 4 years before the companies merged. I would like to take this opportunity to thank him for his excellent work and many years of wise counsel and service.

Share buy-backs

It remains the Board’s primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. Thereafter, it is still the Board’s policy to buy back shares in the market, subject to the overall criterion that such purchases are in the Company’s interest. The total value bought in for the year was £1.3 million. Subject to the constraints referred to above and subject to first purchasing shares held by the market maker, the Board will target such buy-backs to be in the region of a 5% discount to net asset value, so far as market conditions and liquidity permit. 

Albion VCTs Prospectus Top Up Offers

On 7 January 2019, the Company announced the launch of the Albion VCTs Prospectus Top Up Offers 2018/19. The Company was aiming to raise up to £8 million (including the £2 million over-allotment facility) out of a target of £48 million in aggregate that the Albion VCTs were seeking to raise.

On 5 March 2019, the Company was pleased to announce that it had reached its £8 million limit under its Offer which was fully subscribed and closed early. Details of shares allotted under the Offer can be found in note 19.

Annual General Meeting

The Annual General Meeting of the Company will be held at The Charterhouse, Charterhouse Square, London EC1M 6AN at noon on 21 August 2019. Full details of the business to be conducted at the Annual General Meeting are given in the Notice of the Meeting on page 64 of the full Annual Report and Financial Statements. Please note that this is a new location for the Annual General Meeting.

The Board welcomes your attendance at the meeting as it gives an opportunity for shareholders to ask questions of the Board and the Manager. If you are unable to attend the Annual General Meeting in person, we would encourage you to make use of your proxy votes.

Risks and uncertainties

Other than investment performance, the key risks facing the Company are from the broader economy, including changes to VCT rules. The outlook for the UK and global economies, and the implications of the withdrawal of the UK from the European Union continue to be the biggest risks for the Company. An assessment has been done on a portfolio company level to assess exposure to Europe, and appropriate actions, where possible, have been implemented. The Manager continues to believe that there is merit in focussing efforts to allocate resources to those sectors and opportunities where growth can be both resilient and sustainable in order to mitigate these risks.

The Company’s investment risk is mitigated through a variety of processes, including investing in a diversified portfolio in terms of sector and stage of maturity and focusing on opportunities where it is believed growth can be both resilient and sustainable.

A detailed analysis of the other risks and uncertainties facing the business is shown below in the Strategic report.

Outlook and prospects

We are pleased with the performance of the Company’s existing investment portfolio during the year under review. A number of the businesses in the portfolio are nearing maturity and consequently returns in the coming year are likely to be lower, driven by income returns rather than capital growth. However, we have now made our first investments in the growth and technology sector where we see the opportunity to generate shareholder value over time. We are therefore encouraged by the pipeline of earlier stage growth and technology investments currently being reviewed by the investment manager.

Richard Glover
Chairman
1 July 2019

Strategic report

Investment policy
The Company will invest in a broad portfolio of smaller, unquoted growth businesses across a variety of sectors including higher risk technology companies. Investments may take the form of equity or a mixture of equity and loans. 

Allocation of funds will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company. Funds held pending investment or for liquidity purposes will be held as cash on deposit.

The full investment policy can be found above.

Current portfolio analysis
The pie charts at the end of this announcement show the split of the portfolio valuation as at 31 March 2019 by: sector; stage of investment; and number of employees. Details of the principal investments made by the Company are shown in the Portfolio of investments on pages 20 and 21 of the full Annual Report and Financial Statements.

Direction of portfolio
The change to the investment policy, approved by shareholders at the Annual General Meeting in 2018, will result in asset-based investments decreasing as a proportion of the portfolio, and a greater emphasis given to growth and technology investments. This has already started to show, given that growth and technology investments now account for 3 per cent. of the portfolio. The sector analysis of the Company’s investment portfolio shows that healthcare now accounts for 42 per cent. of the portfolio, compared to 40 per cent. at the end of the previous financial year, mainly as a result of an uplift in valuations. Hotels accounted for 9 per cent. compared to 13 per cent. at the previous year end after the repayment of Kew Green VCT (Stansted) loan stock and share premium of £4.7 million. This decreased further after the year end due to the sale of The Stanwell Hotel in April 2019.

Further details on portfolio companies can be found in the Portfolio of investments on page 20 of the full Annual Report and Financial Statements.

 Results and dividends Ordinary shares
£'000
   
Net capital gain for the year ended 31 March 2019 4,934
Net revenue return for the year ended 31 March 2019 1,837
Total return for the year ended 31 March 2019 6,771
Dividend of 2.50 pence per share paid on 31 July 2018 (2,160)
Dividend of 2.50 pence per share paid on 31 January 2019 (2,140)
Unclaimed dividends returned to the Company 22
Transferred to reserves 2,493
   
Net assets as at 31 March 2019 67,547
   
Net asset value as at 31 March 2019 (pence per share) 79.00

The Company paid dividends totalling 5.00 pence per share during the year ended 31 March 2019 (2018:5.00 pence per share). The dividend objective of the Board is to provide shareholders with a strong, predictable dividend flow, with a dividend target of 5.00 pence per share per annum.

As noted in the Chairman’s statement, the Board has declared a first dividend of 2.50 pence per share for the year ending 31 March 2020. This dividend will be paid on 31 July 2019 to shareholders on the register on 12 July 2019.

As shown in the Income statement below, the Company’s investment income has increased to £2,842,000 (2018: £2,520,000) and the total revenue return to equity holders also increased to £1,837,000 (2018: £1,605,000). Income continues to more than cover on-going expenses. In light of this, revenue return per share has increased to 2.13 pence per share (2018:1.80 pence per share). The capital gain on investments for the year was £5,707,000 (2018: £3,930,000), offset by management fees charged to capital and the related taxation impact, resulting in a capital return of 5.73 pence per share (2018:3.70 pence per share). The total return was 7.86 pence per share (2018:5.50 pence per share).

The Balance sheet below shows that the net asset value has increased over the last year to 79.00 pence per share (2018:76.00 pence per share), reflecting the total return exceeding the level of dividends paid during the year.

The cash flow for the Company has been a net outflow of £557,000 for the year (2018: outflow of £3,734,000), reflecting dividends paid, new investments in the year and the buy-back of shares, offset by cash inflows from operations and disposal proceeds.

Review of business and future changes
A review of the Company’s business during the year and investment performance and progress is contained in the Chairman’s statement above. The healthcare sector performed particularly well again this year with an increase in valuations of £2.4 million. Hotels had an uplift in valuation of £1.8 million which was mainly due to The Stanwell Hotel, the sale of which completed shortly after the year end. The education sector saw an increase in valuation of £0.6 million as Radnor House Sevenoaks boosted pupil numbers.

Details of significant events which have occurred since the end of the financial year are listed in note 19. Details of transactions with the Manager are shown in note 5.

Future prospects
During the year, shareholders approved a change to the investment policy. In time, this will result in asset-based investments decreasing as a proportion of the portfolio, and a greater emphasis given to growth and technology investments. This in turn is likely to result in a decline in investment income, and thus the Company’s returns are likely to be more geared to capital rather than revenue.

The Board believes that this model will meet the investment objective and has the potential to deliver attractive returns to shareholders in the future. The Manager has a strong pipeline of investment opportunities in which the Company’s cash can be deployed.

Key performance indicators
The Directors believe that the following key performance indicators, which are typical for venture capital trusts and used by the Board in its assessment of the Company, will provide shareholders with sufficient information to assess how effectively the Company is applying its investment policy to meet its objectives. The Directors are satisfied that the results shown in the following key performance indicators give a good indication that the Company is achieving its investment policy.  These are:

  1. Total shareholder return relative to FTSE All Share Index total return

The graph on page 4 of the full Annual Report and Financial Statements shows the Company’s total shareholder return against the FTSE All-Share Index total return, in both instances with dividends reinvested.

  1. Net asset value per share and total shareholder return

Net asset value increased by 3.9 per cent. (without adding back the 5.00 pence per share in dividends paid) to 79.00 pence per share for the year ended 31 March 2019.

Total shareholder return increased by 8.00 pence per Ordinary share for the year ended 31 March 2019 (10.5 per cent. on opening net asset value).

  1. Dividend distributions

Dividends paid in respect of the year ended 31 March 2019 were 5.00 pence per share (2018:5.00 pence per share), in line with the Board’s dividend objective. Cumulative dividends paid since inception amount to 154.80 pence per Ordinary share.

  1. Ongoing charges

The ongoing charges ratio for the year ended 31 March 2019 was 2.4% (2018: 2.4%). The ongoing charges ratio has been calculated using The Association of Investment Companies’ (“AIC”) recommended methodology. This figure shows shareholders the total recurring annual running expenses (including investment management fees charged to capital reserve) as a percentage of the average net assets attributable to shareholders. From 1 April 2019, subject to the passing of the resolution at the forthcoming General meeting, the ongoing charges cap will reduce from 3.0% to 2.5%. Further details are included in the Circular that has been sent to shareholders as well as the Chairman’s statement.

  1.   VCT regulation

The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC. In order to maintain its status under Venture Capital Trust legislation, a VCT must comply on a continuing basis with the provisions of Section 274 of the Income Tax Act 2007, details of which are provided in the Directors’ report on page 28 of the full Annual Report and Financial Statements.

The relevant tests to measure compliance have been carried out and independently reviewed for the year ended 31 March 2019. These showed that the Company has complied with all tests and continues to do so.

Gearing
As defined by the Articles of Association, the Company’s maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Directors do not currently have any intention to utilise gearing for the Company.

Operational arrangements
The Company has delegated the investment management of the portfolio to Albion Capital Group LLP, which is authorised and regulated by the Financial Conduct Authority. Albion Capital Group LLP also provides company secretarial and other accounting and administrative support to the Company.

Management agreement
Under the Management agreement, the Manager provides investment management, secretarial and administrative services to the Company. The Management agreement can be terminated by either party on 12 months’ notice. The Management agreement is subject to earlier termination in the event of certain breaches or on the insolvency of either party. The Manager is paid an annual fee equal to 1.9 per cent. of the net asset value of the Company, and an annual secretarial and administrative fee of £52,000 (2018: £50,000) increased annually by RPI. These fees are payable quarterly in arrears. Total annual expenses, including the management fee, are limited to 3.0% (2.5% from 1 April 2019 subject to shareholder approval) of the net asset value.

In line with common practice, the Manager is also entitled to an arrangement fee, payable by each new portfolio company, of approximately 2 per cent. on each new investment made and any applicable monitoring fees.

Management performance incentive
The Company’s current management performance incentive structure sets a minimum target level whereby no performance fee is payable to the Manager until the total return exceeds the hurdle of 5 per cent. per annum from the 31 March 2004 net asset value of 113.10 pence per share. Any shortfall of the target return will be carried forward into subsequent periods and the incentive fee will only be paid once all previous and current target returns have been met. The Company will pay an incentive fee to the Manager of an amount equal to 8 per cent. of the excess.

For the year to 31 March 2019, no incentive fee became due to the Manager (2018: £nil).

No further performance fee will become due until the hurdle rate comprising net asset value, plus dividends from 31 March 2004, has been reached. As of 31 March 2019 the total return from 31 March 2004 amounted to 180.50 pence per share which compared to the hurdle of 197.93 pence per share at that date.

New management performance incentive fee
The current management performance incentive fee was introduced for the year ended 31 March 2004, with a hurdle of 5 per cent. per annum from the starting net asset value of 113.10 pence per share. Since this date a total of 101.50 pence per share in dividends has been paid to shareholders, with an annualised return of 5 per cent. per annum, however because the hurdle is linked to the opening net asset value of 113.10 pence per share, the total return has fallen short of the hurdle by 17.43 pence per share.

During the year, shareholders approved a change to the Company’s investment policy to allow it to invest in a broader range of businesses, including higher risk technology companies. It is important that in a competitive environment for venture capital professionals, the Manager is able to recruit and retain quality investment staff.

In light of these factors, the Board have agreed with the Manager that the current management performance incentive arrangement will be amended so that the Manager is properly incentivised and its objectives are more aligned with those of the Company.

Accompanying these accounts is a Circular to shareholders containing details of the new management performance incentive which, subject to shareholder approval at the forthcoming General Meeting by way of an ordinary resolution, will replace the existing incentive fee arrangements.

Investment and co-investment
The Company co-invests with other venture capital trusts and funds managed by Albion Capital Group LLP. Allocation of investments is on the basis of an allocation agreement which is based, inter alia, on the ratio of funds available for investment.

Evaluation of the Manager
The Board has evaluated the performance of the Manager based on the returns generated by the Company, the continued compliance under venture capital trust legislation, the long term prospects of current investments, a review of the Management agreement and the services provided therein, and benchmarking the performance of the Manager to other service providers. The Board believes that it is in the interests of shareholders as a whole, and of the Company, to continue the appointment of the Manager for the forthcoming year.

Alternative Investment Fund Managers Directive (“AIFMD”)
The Board has appointed Albion Capital Group LLP as the Company’s AIFM as required by the AIFMD. The Manager became a full-scope Alternative Investment Fund Manager under the AIFMD on 1 October 2018. As a result, from that date, Ocorian (UK) Limited was appointed as Depository to oversee the custody and cash arrangements and provide other AIFMD duties with respect to the Company.

Social and community issues, employees and human rights
The Board recognises the requirement under section 414C of the Companies Act 2006 (the “Act”) to detail information about social and community issues, employees and human rights; including any policies it has in relation to these matters and effectiveness of these policies. As an externally managed investment company with no employees, the Company has no policies in these matters and as such these requirements do not apply.

General Data Protection Regulation
The General Data Protection Regulation (“GDPR”) was effective from 25 May 2018 with the objective of unifying data privacy requirements across the European Union. The Manager, Albion Capital Group LLP, has taken action to ensure that the Manager and the Company are compliant with the regulation.

Further policies
The Company has adopted a number of further policies relating to:

  • Environment
  • Global greenhouse gas emissions
  • Anti-bribery
  • Anti-facilitation of tax evasion
  • Diversity

and these are set out in the Directors’ report on pages 28 and 29 of the full Annual Report and Financial Statements.

Risk management
The Board carries out a robust assessment of principal risks in which the Company operates. The principal risks and uncertainties of the Company as identified by the Board and how they are managed are as follows:

Risk Possible consequence  Risk management
Investment, performance and valuation risk The risk of investment in poor quality assets, which could reduce returns to shareholders, and could negatively impact on the Company’s current and future valuations.

 

By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more volatile than larger, long established businesses.

 

The Company’s investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported.

 
To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its track record over many years of making successful investments in this segment of the market. In addition, the Manager operates a formal and structured investment appraisal and review process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites and takes account of comments from non-executive Directors of the Company on matters discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards), including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager’s report at quarterly board meetings.

 

As described in note 2 of the Financial Statements, the investments held by the Company are classified at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgements about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgements the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. The values of investments are at cost or price of recent investment (reviewed for impairment), net assets, offer price, or supported by independent third party professional valuations.
VCT approval risk The Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns. Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status.

 
To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management and are used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed Philip Hare & Associates LLP as its taxation adviser, who report quarterly to the Board to confirm independently compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a new portfolio company is also pre-cleared with our professional advisers or H.M. Revenue & Customs.
Regulatory and compliance risk The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company’s shares, or other penalties under the Companies Act or from financial reporting oversight bodies. Board members and the Manager have experience of operating at senior levels within or advising quoted companies. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies. The Company is subject to compliance checks through the Manager’s compliance officer and any issues arising from compliance or regulation are reported to its own board on a monthly basis. These controls are also reviewed as part of the quarterly Board meetings, and also as part of the review work undertaken by the Manager’s compliance officer. The report on controls is also evaluated by the internal auditors.
Operational and internal control risk The Company relies on a number of third parties, in particular the Manager, for the provision of investment management and administrative functions. Failures in key systems and controls within the Manager’s business could place assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.

 

 
The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year, and receives reports from the Manager on internal controls and risk management, including matters relating to cyber security.

 

The Audit Committee reviews the Internal Audit Reports prepared by the Manager’s internal auditors, PKF Littlejohn LLP. On an annual basis, the Audit Committee Chairman meets with the internal audit partner to provide an opportunity to ask specific detailed questions in order to satisfy itself that the Manager has strong systems and controls in place including those in relation to business continuity.

 

From 1 October 2018, Ocorian (UK) Limited was appointed as Depository to oversee the custody and cash arrangements and provide other AIFMD duties. The Board reviews the quarterly reports prepared by Ocorian (UK) Limited to ensure that Albion Capital is adhering to its duties as a full-scope Alternative Investment Fund Manager under the AIFMD.

 

In addition, the Board regularly reviews the performance of its key service providers, particularly the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company’s investment objective and policies. The Manager and other service providers have also demonstrated to the Board that there is no undue reliance placed upon any one individual.
Economic and political risk Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company’s prospects in a number of ways.

 
The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests a mixture of instruments in portfolio companies.

 

At any given time, the Company has sufficient cash resources to meet its operating requirements, including share buy-backs and follow on investments.
Market value of Ordinary shares The market value of Ordinary shares can fluctuate. The market value of an Ordinary share, as well as being affected by its net asset value and prospective net asset value, also takes into account its dividend yield and prevailing interest rates. As such, the market value of an Ordinary share may vary considerably from its underlying net asset value. The market prices of shares in quoted investment companies can, therefore, be at a discount or premium to the net asset value at different times, depending on supply and demand, market conditions, general investor sentiment and other factors. Accordingly the market price of the Ordinary shares may not fully reflect their underlying net asset value. The Company operates a share buyback policy, which is designed to limit the discount at which the Ordinary shares trade to around 5 per cent. to net asset value, by providing a purchaser through the Company in absence of market purchasers. From time to time buy-backs cannot be applied, for example when the Company is subject to a close period, or if it were to exhaust any buyback authorities.

 

New Ordinary shares are issued at sufficient premium to net asset value to cover the costs of issue and to avoid asset value dilution to existing investors.

 

Viability statement
In accordance with the FRC UK Corporate Governance Code published in 2016 and principle 21 of the AIC Code of Corporate Governance, the Directors have assessed the prospects of the Company over three years to 31 March 2022. The Directors believe that three years is a reasonable period in which they can assess the future of the Company to continue to operate and meet its liabilities as they fall due, and is also the period used by the Board in the strategic planning process and is considered reasonable for a business of our nature and size. The three year period is considered the most appropriate given the forecasts that the Board require from the Manager and the estimated timelines for finding, assessing and completing investments.

The Directors have carried out a robust assessment of the principal risks facing the Company as explained above, including those that could threaten its business model, future performance, solvency or liquidity. The Board also considered the risk management processes in place to avoid or reduce the impact of the underlying risks. The Board focused on the major factors which affect the economic, regulatory and political environment. The Board considered the role of the Manager and the processes that it has in place for dealing with the principal risks.
             
The Board assessed the ability of the Company to raise finance and deploy capital. The portfolio is geared towards long term growth, delivering dividends and capital growth to shareholders. In assessing the prospects of the Company the Directors have considered the cash flow by looking at the Company’s income and expenditure projections and funding pipeline over the assessment period of three years and they appear realistic.
             
Taking into account the processes for mitigating risks, monitoring costs, share price discount, the Manager’s compliance with the investment objective, policies and business model and the balance of the portfolio the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to 31 March 2022.
             
This Strategic report of the Company for the year ended 31 March 2019 has been prepared in accordance with the requirements of section 414A of the Act. The purpose of this report is to provide Shareholders with sufficient information to enable them to assess the extent to which the Directors have performed their duty to promote the success of the Company in accordance with section 172 of the Act.
             
For and on behalf of the Board

Richard Glover
Chairman
1 July 2019

Responsibility statement
In preparing these Financial Statements for the year to 31 March 2019, the Directors of the Company, being Richard Glover, John Kerr, Ann Berresford, Ebbe Dinesen and Jeff Warren, confirm that to the best of their knowledge:

- summary financial information contained in this announcement and the full Annual Report and Financial Statements for the year ended 31 March 2019 for the Company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

 -the Chairman's statement and Strategic report include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties it faces.

We consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy.

A detailed "Statement of Directors' responsibilities" is contained on page 32 within the full audited Annual Report and Financial Statements.

On behalf of the Board

Richard Glover
Chairman
1 July 2019

Income statement

    Year ended 31 March 2019 Year ended 31 March 2018
    Revenue Capital Total Revenue Capital Total
  Note £’000 £’000 £’000 £’000 £’000 £’000
 

Gains on investments
3 - 5,707 5,707 - 3,930 3,930
Investment income 4 2,842 - 2,842 2,520 - 2,520
Investment management fees 5 (318) (954) (1,272) (310) (928) (1,238)
Other expenses 6 (357) - (357) (332) - (332)
Profit on ordinary activities before tax   2,167 4,753 6,920 1,878 3,002 4,880
Tax (charge)/credit on ordinary activities 8 (330) 181 (149) (273) 176 (97)
Profit and total comprehensive income attributable to shareholders   1,837 4,934 6,771 1,605 3,178 4,783
Basic and diluted return per share (pence)* 10 2.13 5.73 7.86 1.80 3.70 5.50

*adjusted for treasury shares

The accompanying notes below form an integral part of these Financial Statements.

The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies’ Statement of Recommended Practice.

Balance sheet  

    31 March 2019 31 March 2018
  Note £’000 £’000
       
Fixed asset investments 11 61,459 59,451
       
Current assets      
Trade and other receivables less than one year 13 514 136
Cash and cash equivalents   6,205 6,762
    6,719 6,898
       
Total assets   68,178 66,349
       
Payables: amounts falling due within one year      
Trade and other payables less than one year 14 (631) (570)
       
       
Total assets less current liabilities   67,547 65,779
       
Equity attributable to equity holders      
Called up share capital 15 970 962
Share premium   26,042 25,475
Capital redemption reserve   7 7
Unrealised capital reserve   19,327 13,789
Realised capital reserve   6,151 6,755
Other distributable reserve   15,050 18,791
Total equity shareholders’ funds   67,547 65,779
       
Basic and diluted net asset value per share (pence)* 16 79.00 76.00
       

*excluding treasury shares

The accompanying notes below form an integral part of these Financial Statements.

These Financial Statements were approved by the Board of Directors and authorised for issue on 1 July 2019, and were signed on its behalf by

Richard Glover
Chairman
Company number: 03142609

Statement of changes in equity

  Called up share
capital
Share premium Capital redemption reserve Unrealised capital reserve Realised capital reserve* Other distributable reserve* Total
  £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2018 962 25,475 7 13,789 6,755 18,791 65,779
Return/(loss) and total comprehensive income for the year - - - 5,782 (848) 1,837 6,771
Transfer of previously unrealised gains on realisations of investments - - - (244) 244 - -
Purchase of treasury shares - - - - - (1,300) (1,300)
Issue of equity 8 570 - - - - 578
Cost of issue of equity - (3) - - - - (3)
Net dividends paid (note 9) - - - - - (4,278) (4,278)
At 31 March 2019 970 26,042 7 19,327 6,151 15,050 67,547
At 1 April 2017 951 24,630 7 8,623 8,743 22,521 65,475
Return/(loss) and total comprehensive income for the year - - - 3,736 (558) 1,605 4,783
Transfer of previously unrealised losses on realisations of investments - - - 1,430 (1,430) - -
Purchase of treasury shares - - - - - (1,019) (1,019)
Issue of equity 12 856 - - - - 868
Cost of issue of equity - (11) - - - - (11)
Net dividends paid (note 9) - - - - - (4,317) (4,317)
At 31 March 2018 962 25,475 7 13,789 6,755 18,791 65,779

*These reserves amount to £21,201,000 (2018: £25,546,000) which is considered distributable.

Statement of cash flows

  Year ended
31 March 2019
Year ended
31 March 2018
  £’000 £’000
Cash flow from operating activities    
Loan stock income received 2,868 2,124
Deposit interest received 30 7
Dividend income received 56 34
Investment management fees paid (1,263) (1,236)
Other cash payments (350) (321)
UK Corporation tax paid (68) (147)
Net cash flow from operating activities 1,273 461
     
Cash flow from investing activities    
Purchase of fixed asset investments (2,292) (3,027)
Disposal of fixed asset investments 5,449 3,410
Net cash flow from investing activities 3,157 383
     
Cash flow from financing activities    
Issue of share capital - 268
Cost of issue of equity (3) (2)
Dividends paid* (3,683) (3,755)
Purchase of own shares (including costs) (1,301) (1,089)
Net cash flow from financing activities (4,987) (4,578)
     
Decrease in cash and cash equivalents (557) (3,734)
Cash and cash equivalents at start of period 6,762 10,496
Cash and cash equivalents at end of period 6,205 6,762
     
Cash and cash equivalents comprise    
Cash at bank 6,205 6,762
Cash equivalents - -
Total cash and cash equivalents 6,205 6,762

*The equity dividends paid shown in the cash flow are different to the dividends disclosed in note 9 as a result of the non-cash effect of the Dividend Reinvestment Scheme.

Notes to the Financial Statements

1. Basis of preparation
The Financial Statements have been prepared in accordance with applicable United Kingdom law and accounting standards, including Financial Reporting Standard 102 (“FRS 102”), and with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”) issued by The Association of Investment Companies (“AIC”).

The preparation of the Financial Statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The most critical estimates and judgements relate to the determination of carrying value of investments at fair value through profit and loss (“FVTPL”). The Company values investments by following the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines and further detail on the valuation techniques used are outlined in note 2 below.

Company information can be found on page 2 of the full Annual Report and Financial Statements.

2. Accounting policies
Fixed asset investments

The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.

In accordance with the requirements of FRS 102, those undertakings in which the Company holds more than 20 per cent. of the equity as part of an investment portfolio are not accounted for using the equity method. In these circumstances the investment is measured at FVTPL.

Upon initial recognition (using trade date accounting) investments, including loan stock, are classified by the Company as FVTPL and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the Income statement).

Subsequently, the investments are valued at ‘fair value’, which is measured as follows:

  • Investments listed on recognised exchanges are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published price quotations;
     
  • Unquoted investments, where there is not an active market, are valued using an appropriate valuation technique in accordance with the IPEV Guidelines. Indicators of fair value are derived using established methodologies including earnings multiples, the level of third party offers received, cost or price of recent investment rounds, net assets and industry valuation benchmarks. Where price of recent investment is used as a starting point for estimating fair value at subsequent measurement dates, this has been benchmarked using an appropriate valuation technique permitted by the IPEV guidelines.
     
  • In situations where cost or price of recent investment is used, consideration is given to the circumstances of the portfolio company since that date in determining fair value.  This includes consideration of whether there is any evidence of deterioration or strong definable evidence of an increase in value. In the absence of these indicators, the investment in question is valued at the amount reported at the previous reporting date. Examples of events or changes that could indicate a diminution include:
     
    • the performance and/or prospects of the underlying business are significantly below the expectations on which the investment was based;
    • a significant adverse change either in the portfolio company’s business or in the technological, market, economic, legal or regulatory environment in which the business operates; or
    • market conditions have deteriorated, which may be indicated by a fall in the share prices of quoted businesses operating in the same or related sectors.

Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.

Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the Income statement when a share becomes ex-dividend.

Current assets and payables
Receivables and payables and cash are carried at amortised cost, in accordance with FRS 102. There are no financial liabilities other than payables.

Gains and losses on investments
Gains and losses arising from changes in the fair value of the investments are included in the Income statement for the year as a capital item and allocated to the unrealised capital reserve.

Investment income
Equity income
Dividend income is included in revenue when the investment is quoted ex-dividend.

Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are recognised when the Company’s right to receive payment and expect settlement is established. Where interest is rolled up and/or payable at redemption then it is recognised as income unless there is reasonable doubt as to its receipt.

Bank interest income
Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.

Investment management fee, performance incentive fee and other expenses
All expenses have been accounted for on an accruals basis. Expenses are charged through the other distributable reserve except the following which are charged through the realised capital reserve:

  • 75 per cent. of management fees and performance incentive fees are allocated to the realised capital reserve. This is in line with the Board’s expectation that over the long term 75 per cent. of the Company’s investment returns will be in the form of capital gains; and
  • expenses which are incidental to the purchase or disposal of an investment are charged through the realised capital reserve.

Taxation
Taxation is applied on a current basis in accordance with FRS 102. Current tax is tax payable (refundable) in respect of the taxable profit (tax loss) for the current period or past reporting periods using the tax rates and laws that have been enacted or substantively enacted at the financial reporting date. Taxation associated with capital expenses is applied in accordance with the SORP.

Deferred tax is provided in full on all timing differences at the reporting date. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. As a VCT the Company has an exemption from tax on capital gains. The Company intends to continue meeting the conditions required to obtain approval as a VCT in the foreseeable future. The Company therefore, should have no material deferred tax timing differences arising in respect of the revaluation or disposal of investments and the Company has not provided for any deferred tax.

Reserves
Share premium
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs.

Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company’s own shares.

Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve.

Realised capital reserve
The following are disclosed in this reserve:

  • gains and losses compared to cost on the realisation of investments;
  • expenses, together with the related taxation effect, charged in accordance with the above policies; and
  • dividends paid to equity holders.

Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve were combined in 2012 to form a single reserve named other distributable reserve.

This reserve accounts for movements from the revenue column of the Income statement, the payment of dividends, the buy-back of shares and other non-capital realised movements.

Dividends
Dividends by the Company are accounted for in the period in which the dividend is paid or approved at the Annual General Meeting.

Segmental reporting
The Directors are of the opinion that the Company is engaged in a single operating segment of business, being investment in smaller companies principally based in the UK.

3. Gains on investments

  Year ended
31 March 2019
Year ended
31 March 2018
  £’000 £’000
Unrealised gains on fixed asset investments 5,782 3,736
Realised (losses)/gains on fixed asset investments (75) 194
Gains on investments 5,707 3,930

4. Investment income

 

 
Year ended
31 March 2019
Year ended
31 March 2018
  £’000 £’000
     
Loan stock interest and other fixed returns 2,755 2,479
Dividend income 56 34
Bank interest 31 7
  2,842 2,520

5. Investment management fees

  Year ended
31 March 2019
£’000
Year ended
31 March 2018
£’000
 

Investment management fee charged to revenue
318 310
Investment management fee charged to capital 954 928
  1,272 1,238

Further details of the Management agreement under which the investment management fee and any performance incentive fee is paid are given in the Strategic report above.

During the year, services of a total value of £1,324,000 (2018: £1,288,000), were purchased by the Company from Albion Capital Group LLP; this includes £1,272,000 (2018: £1,238,000) of investment management fee and £52,000 (2018: £50,000) of secretarial and administration fee. At the financial year end, the amount due to Albion Capital Group LLP in respect of these services disclosed within payables was £334,000 (2018: £325,000).

Albion Capital Group LLP is, from time to time, eligible to receive arrangement fees and monitoring fees from portfolio companies.  During the year ended 31 March 2019, fees of £137,000 attributable to the investments of the Company were received by Albion Capital Group LLP pursuant to these arrangements (2018: £169,000).

Albion Capital Group LLP, its partners and staff hold a total of 368,497 shares in the Company as at 31 March 2019.

The Company has entered into an offer agreement relating to the Offers with the Company’s investment manager Albion Capital Group LLP, pursuant to which Albion Capital will receive a fee of 2.5 per cent. of the gross proceeds of the Offers and out of which Albion Capital will pay the costs of the Offers, as detailed in the Prospectus.

6. Other expenses

  Year ended
31 March 2019
Year ended
31 March 2018
  £’000 £’000
Directors’ fees (inc. NIC) 132 119
Auditor’s remuneration for statutory audit services (exc. VAT) 28 28
Secretarial and administration fee 52 50
Other administrative expenses 145 135
  357 332

7. Directors’ fees

The amounts paid to and on behalf of Directors during the year are as follows:

  Year ended
31 March 2019
Year ended
31 March 2018
  £’000 £’000
Directors’ fees 121 110
National insurance 11 9
  132 119

The Company’s key management personnel are the Directors. Further information regarding Directors’ remuneration can be found in the Directors’ remuneration report on page 39 of the full Annual Report and Financial Statements.

8. Tax charge/(credit) on ordinary activities

  Year ended 31 March 2019 Year ended 31 March 2018
  Revenue
£’000
 

Capital
£’000
 

Total
£’000
Revenue
£’000
Capital
£’000
 

Total
£’000
UK corporation tax in respect of current year 401 (181) 220 350 (176) 174
UK corporation tax in respect of prior year (71) - (71) (77) - (77)
Total 330 (181) 149 273 (176) 97

               
Factors affecting the tax charge:

  Year ended
31 March 2019
£’000
Year ended
31 March 2018
£’000
 

Return on ordinary activities before taxation
6,920 4,880
     
Tax on profit at the standard rate of 19% (2018: 19%) 1,315 927
     
Factors affecting the charge:    
Non-taxable gains (1,084) (747)
Income not taxable (11) (6)
Consortium relief in respect of prior years (71) (77)
  149 97

The tax charge for the year shown in the Income statement is lower than the standard rate of corporation tax in the UK of 19 per cent. (2018:19 per cent.). The differences are explained above.

Consortium relief is recognised in the accounts in the period in which the claim is submitted to HMRC and is shown as tax in respect of prior year.

Notes
(i)            Venture Capital Trusts are not subject to corporation tax on capital gains.
(ii)           Tax relief on expenses charged to capital has been determined by allocating tax relief to expenses by reference to the applicable corporation tax rate and allocating the relief between revenue and capital in accordance with the SORP.
(iii)          No deferred tax asset or liability has arisen in the year.

9. Dividends    
      Year ended
31 March 2019
Year ended
31 March 2018
      £’000 £’000
Dividend of 2.50p per share paid on 31 July 2017     - 2,179
Dividend of 2.50p per share paid on 31 January 2018     - 2178
Dividend of 2.50p per share paid on 31 July 2018     2,160 -
Dividend of 2.50p per share paid on 31 January 2019     2,140 -
Unclaimed dividends     (22) (40)
      4,278 4,317

In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31 March 2020 of 2.50 pence per share to be paid on 31 July 2019 to shareholders on the register on 12 July 2019. The total dividend will be approximately £2,389,000. All dividends are paid from the other distributable reserve.

During the year, unclaimed dividends older than twelve years of £22,000 (2018: £40,000) were returned to the Company in accordance with the terms of the Articles of Association and have been accounted for on an accruals basis.

10. Basic and diluted return per share

  Year ended 31 March 2019 Year ended 31 March 2018
  Revenue Capital Total Revenue Capital Total
The return per share has been based on the following figures:            
Return attributable to equity shares (£’000) 1,837 4,934 6,771 1,605 3,178 4,783
Weighted average shares in issue (adjusted for treasury shares)   86,066,296     87,117,574  
Return attributable per equity share (pence) 2.13 5.73 7.86 1.80 3.70 5.50

The weighted average number of shares is calculated after adjusting for treasury shares of 11,517,188 (2018: 9,730,188).

There are no convertible instruments, derivatives or contingent share agreements in issue so basic and diluted return per share are the same.

11. Fixed asset investments

  31 March 2019
£’000
31 March 2018
£’000
Investments held at fair value through profit or loss
Unquoted equity
29,550 25,717
Unquoted loan stock 31,909 33,734
  61,459 59,451

 

      31 March 2019
£’000
31 March 2018
£’000
Opening valuation     59,451 55,473
Purchases at cost     1,851 3,027
Disposal proceeds     (5,438) (3,334)
Realised (losses)/gains     (75) 194
Movement in loan stock accrued income     (113) 355
Unrealised gains     5,782 3,736
Closing valuation     61,459 59,451
         
Movement in loan stock accrued income        
Opening accumulated movement in loan stock accrued income     951 596
Movement in loan stock accrued income     (113) 355
Closing accumulated movement in loan stock accrued income     838 951
         
Movement in unrealised gains        
Opening accumulated unrealised gains     13,789 8,623
Transfer of previously unrealised (gains)/losses to realised reserve on realisations of investments     (244) 1,430
Unrealised gains     5,782 3,736
Closing accumulated unrealised gains     19,327 13,789
         
Historic cost basis        
Opening book cost     44,712 46,255
Purchases at cost     1,851 3,027
Sales at cost     (5,269) (4,570)
Closing book cost     41,294 44,712

The Company does not hold any assets as a result of the enforcement of security during the period, and believes that the carrying values for both impaired and past due assets are covered by the value of security held for these loan stock investments.

   

Unquoted fixed asset investments are valued at fair value in accordance with the IPEV guidelines as follows:

  31 March 2019 31 March 2018
Valuation methodology £’000 £’000
Third party valuation - Earnings multiple 37,919 41,015
Third party valuation – Discounted cash flow 10,195 12,500
Offer price 5,095 -
Cost or price of recent investment (reviewed for impairment or uplift) 5,095 2,842
Net assets 3,155 3,094
  61,459 59,451

Where cost or price of recent investment has been used the valuer has assessed whether changes or events subsequent to the relevant transaction would imply a change in the investment’s fair value.

Fair value investments had the following movements between valuation methodologies between 31 March 2018 and 31 March 2019:

Change in valuation methodology (2018 to 2019) Value as at
31 March 2019
£’000
Explanatory note
Third party valuation – Earnings multiple to offer price 3,282 Third party offer accepted
Third party valuation – Discounted cash flow to offer price 1,813 Third party offer accepted
     

The valuation will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEV Guidelines. The Directors believe that, within these parameters, the methods used are the most appropriate methods of valuation as at 31 March 2019.

FRS 102 and the SORP requires the Company to disclose the inputs to the valuation methods applied to its investments measured at FVTPL in a fair value hierarchy. The table below sets out fair value hierarchy definitions using FRS102 s.11.27.

Fair value hierarchy Definition
Level 1 The unadjusted quoted price in an active market
Level 2

 
Inputs to valuations are from observable sources and are directly or indirectly derived from prices
Level 3

 
Inputs to valuations not based on observable market data

All fixed asset investments (unquoted equity, preference shares and loan stock) are valued according to Level 3 valuation methods. The Level 3 valuation movements are therefore the same as the fixed asset investment valuation movements above.

FRS 102 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. 58 per cent. of the portfolio of investments is based on offer price, cost or price of recent investment, net assets or is loan stock, and as such the Board considers that the assumptions used for their valuations are the most reasonable. The Directors believe that changes to reasonable possible alternative assumptions for the valuations of the remainder of the portfolio companies could result in an increase in the valuation of investments by £836,000 or a decrease in the valuation of investments by £782,000. For valuations based on third party valuations, the Board considers that the most significant inputs are earnings multiples and market value per room for care homes, and discount rates for renewable energy investments, which have been adjusted to drive the above sensitivities.

12. Significant interests
The principal activity of the Company is to select and hold a portfolio of investments in unquoted securities. Although the Company, through the Manager, will, in some cases, be represented on the board of the portfolio company, it will not take a controlling interest or become involved in the management. The size and structure of the companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement. The investments listed below are held as part of an investment portfolio and therefore, as permitted by FRS 102 section 14.4B, they are measured at fair value and not accounted for using the equity method.

The Company has interests of greater than 20 per cent. of the nominal value of any class (some of which are non-voting) of the allotted shares in the portfolio companies as at 31 March 2019 as described below.

Company Registered postcode Profit before tax

£’000
 

Net (liabilities) /assets

£’000
Results for year ended: % class and share type  

% total voting

rights
Active Lives Care Limited EC1M 5QL n/a* (1,414) 31 December 2017 22.2% Ordinary 22.2%
G&K Smart Developments VCT Limited EC1M 5QL n/a* 262 31 December 2017 50.0% Ordinary 50.0%
Kew Green VCT (Stansted) Limited EC1M 5QL 680 3,573 31 August 2018 45.2% Ordinary 45.2%
Ryefield Court Care Limited EC1M 5QL n/a* (1,381) 30 April 2018 23.6% Ordinary 23.6%
Shinfield Lodge Care Limited EC1M 5QL n/a* (223) 31 December 2017 35.3% Ordinary 35.3%
The Stanwell Hotel Limited EC1M 5QL n/a* 3,546 31 August 2018 39.2% Ordinary 39.2%

*The company files filleted accounts which do not disclose this information.

13. Current assets

  31 March 2019 31 March 2018
Trade and other receivables £’000 £’000
Other receivables 22 51
Investments awaiting completion* 441 -
UK corporation tax receivable 42 77
Prepayments and accrued income 9 8
  514 136

*Investments awaiting completion consisted of Limitless Technology Limited and Imandra Inc which both completed in April 2019 and can be found in note 19.

The Directors consider that the carrying amount of receivables is not materially different to their fair value.

14. Payables: amounts falling due within one year

  31 March 2019 31 March 2018
  £’000 £’000
Trade payables 12 12
UK Corporation tax payable 220 174
Accruals and deferred income 399 384
  631 570

The Directors consider that the carrying amount of payables is not materially different to their fair value.

15. Called up share capital

Allotted, called up and fully paid £’000
96,243,201 Ordinary shares of 1 penny each at 31 March 2018 962
775,061 Ordinary shares of 1 penny each issued during the year 8
97,018,262 Ordinary shares of 1 penny each at 31 March 2019 970
   
9,730,188 Ordinary shares of 1 penny each held in treasury at 31 March 2018 (97)
1,787,000 Ordinary shares purchased during the year to be held in treasury (18)
11,517,188 Ordinary shares of 1 penny each held in treasury at 31 March 2019 (115)
   
85,501,074 Ordinary shares of 1 penny each in circulation* at 31 March 2019 855

*Carrying one vote each
                                                                                                                                                               
The Company purchased 1,787,000 Ordinary shares (2018: 1,467,000) to be held in treasury at a cost of £1,300,000 (2018: £1,019,000) representing 1.8 per cent. (2018:1.5 per cent.) of its issued share capital as at 31 March 2019. The shares purchased for treasury were funded from the other distributable reserve.

The Company holds a total of 11,517,188 shares (2018: 9,730,188) in treasury at a nominal value of £115,000, representing 11.9 per cent. of the issued Ordinary share capital as at 31 March 2019.

Under the terms of the Dividend Reinvestment Scheme Circular dated 10 July 2008, the following new Ordinary shares of nominal value 1 penny per share were allotted during the year:

Date of allotment Number of shares allotted Aggregate nominal value of shares Issue price  (pence per Net invested  Opening market price on allotment date
    £’000 share) £’000 (pence per share)
31 July 2018 396,334 4 73.50 290 71.00
31 January 2019 378,727 4 75.60 285 75.50
  775,061 8   575  

                                                                               
16. Basic and diluted net asset value per share

  31 March 2019 31 March 2018
Basic and diluted net asset value per share (pence) 79.00 76.00

The basic and diluted net asset value per share at the year end are calculated in accordance with the Articles of Association and are based upon total shares in issue (adjusted for treasury shares) of 85,501,074 Ordinary shares (2018: 86,513,013).

There are no convertible instruments, derivatives or contingent share agreements in issue.

17. Capital and financial instruments risk management
The Company’s capital comprises Ordinary shares as described in note 15. The Company is permitted to buy back its own shares for cancellation or treasury purposes, and this is described in more detail in the Chairman’s statement above.

The Company’s financial instruments comprise equity and loan stock investments in unquoted companies, cash balances and short term receivables and payables which arise from its operations. The main purpose of these financial instruments is to generate cash flow, revenue and capital appreciation for the Company’s operations. The Company has no gearing or other financial liabilities apart from short term payables. The Company does not use any derivatives for the management of its Balance sheet.

The principal risks arising from the Company’s operations are:

  • Investment (or market) risk (which comprises investment price and cash flow interest rate risk);
  • credit risk; and
  • liquidity risk.

The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Company has faced during the past year and there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised below.

Investment risk
As a venture capital trust, it is the Company’s specific nature to evaluate and control the investment risk of its portfolio in unquoted investments, details of which are shown on page 20 of the full Annual Report and Financial Statements. Investment risk is the exposure of the Company to the revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the portfolio company and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment risk.

The Manager and the Board formally review investment risk (which includes market price risk), both at the time of initial investment and at quarterly Board meetings.

The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are maximised, and that valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in the market for sales of unquoted investments.

The maximum investment risk as at the Balance sheet date is the value of the fixed investment portfolio which is £61,459,000 (2018: £59,451,000).  Fixed asset investments form 91 per cent. of the net asset value as at 31 March 2019 (2018:90 per cent.).

More details regarding the classification of fixed asset investments are shown in note 11.

Investment price risk
Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. As a venture capital trust the Company invests in unquoted companies in accordance with the investment policy set out above. The management of risk within the venture capital portfolio is addressed through careful investment selection, by diversification across different industry segments, by maintaining a wide spread of holdings in terms of financing stage and by limitation of the size of individual holdings. The Directors monitor the Manager’s compliance with the investment policy, review and agree policies for managing this risk and monitor the overall level of risk on the investment portfolio on a regular basis.

Valuations are based on the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEV Guidelines. Details of the sectors in which the Company are currently invested are shown in the pie chart at the end of this announcement.

As required under FRS 102 section 34.29, the Board is required to illustrate by way of a sensitivity analysis the degree of exposure to market risk. The Board considers that the value of the fixed asset investment portfolio is sensitive to a 10 per cent. change based on the current economic climate. The impact of a 10 per cent. change has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and future expectations.

The sensitivity of a 10 per cent. increase or decrease in the valuation of the fixed asset investments (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £6,146,000 (2018: £5,945,000).

Interest rate risk
The Company is exposed to a fixed and floating rate interest rate risk on its financial assets. On the basis of the Company’s analysis, it was estimated that a rise of 1 per cent. in all interest rates would have increased total return before tax for the year by approximately £102,000 (2018: £70,000). Furthermore, it was considered that a fall of interest rates below current levels during the year would have been unlikely.

The weighted average effective interest rate applied to the Company’s fixed rate assets during the year was approximately 9.5 per cent. (2018:7.6 per cent.). The weighted average period to maturity for the fixed rate assets is approximately 4.5 years (2018:4.9 years).

The Company’s financial assets and liabilities, all denominated in Sterling, consist of the following:

  31 March 2019 31 March 2018
 

Fixed rate £’000
Floating rate
£’000
Non-interest bearing
£’000
Total
£’000
 

Fixed rate £’000
Floating rate
£’000
Non-interest bearing
£’000
Total
£’000
Unquoted equity - - 29,550 29,550 - - 25,717 25,717
Unquoted loan stock 31,311 270 328 31,909 32,279 281 1,174 33,734
Receivables * - - 465 465 - - 51 51
Payables* - - (411) (411) - - (396) (396)
Cash - 6,205 - 6,205 - 6,762 - 6,762
  31,311 6,475 29,932 67,718 32,279 7,043 26,546 65,868

* The receivables and payables do not reconcile to the Balance sheet as prepayments and tax receivable/(payable) are not included in the above table.

Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit risk through its receivables, investment in unquoted loan stock, and through the holding of cash on deposit with banks.

The Manager evaluates credit risk on loan stock prior to investment and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. For investments made prior to 6 April 2018, which account for all of the loan stock value, typically loan stock instruments will have a fixed or floating charge, which may or may not be subordinated, over the assets of the portfolio company in order to mitigate the gross credit risk.

The Manager receives management accounts from portfolio companies and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment specific credit risk.

The Manager and the Board formally review credit risk (including receivables) and other risks, both at the time of initial investment and at quarterly Board meetings.

The Company’s total gross credit risk as at 31 March 2019 was limited to £31,909,000 of unquoted loan stock instruments (2018: £33,734,000), £6,205,000 cash deposits with banks (2018: £6,762,000) and £514,000 of other receivables (2018: £51,000).

At the Balance sheet date, the cash held by the Company was held with Lloyds Bank plc, Scottish Widows Bank plc (part of Lloyds Banking Group), Barclays Bank plc and National Westminster Bank plc. Credit risk on cash transactions was mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, with high credit ratings assigned by international credit-rating agencies.

The Company has an informal policy of limiting counterparty banking and floating rate note exposure to a maximum of 20 per cent. of net asset value for any one counterparty.

The credit profile of the unquoted loan stock is described under liquidity risk.

Liquidity risk
Liquid assets are held as cash on current account, on deposit or short term money market account. Under the terms of its Articles, the Company has the ability to borrow up to 10 per cent. of its adjusted capital and reserves of the latest published audited Balance sheet, which amounts to £6,516,000 as at 31 March 2019 (2018: £6,362,000).

The Company has no committed borrowing facilities as at 31 March 2019 (2018: £nil) and had cash balances of £6,205,000 (2018: £6,762,000). The main cash outflows are for new investments, buy-back of shares and dividend payments, which are within the control of the Company. The Manager formally reviews the cash requirements of the Company on a monthly basis, and the Board on a quarterly basis as part of its review of management accounts and forecasts. All the Company’s financial liabilities are short term in nature and total £631,000 for the year to 31 March 2019 (2018: £570,000).

The carrying value of loan stock investments as analysed by expected maturity dates is as follows:

  31 March 2019 31 March 2018  
Redemption date Fully performing
£’000
Past due
£’000
Valued below cost
£’000
Total
£’000
Fully performing
£’000
Past due
£’000
Valued below cost
£’000
Total
£’000
Less than one year 6,368 2,318 4,305 12,991 4,480 981 4,093 9,554
1-2 years 4,403 299 - 4,702 4,785 - - 4,785
2-3 years 2,110 1,061 - 3,171 4,332 124 184 4,640
3-5 years 820 - - 820 2,726 961 - 3,687
5+  years 9,725 500 - 10,225 7,649 3,419 - 11,068
Total 23,426 4,178 4,305 31,909 23,972 5,485 4,277 33,734

Loan stock can be past due as a result of interest or capital not being paid in accordance with contractual terms. The cost of loan stock valued below cost is £5,039,000 (2018: £6,443,000).

In view of the information shown, the Board considers that the Company is subject to low liquidity risk.

Fair values of financial assets and financial liabilities
All the Company’s financial assets and liabilities as at 31 March 2019 are stated at fair value as determined by the Directors, with the exception of receivables, payables and cash which are carried at amortised cost. There are no financial liabilities other than payables. The Company’s financial liabilities are all non-interest bearing. It is the Directors’ opinion that the book value of the financial liabilities is not materially different to the fair value and all are payable within one year.

18. Commitments and contingencies
The Company had no financial commitments in respect of investments at 31 March 2019.

There are no contingent liabilities or guarantees given by the Company as at 31 March 2019 (31 March 2018: nil).

19. Post balance sheet events
Since 31 March 2019 the Company has had the following post balance sheet events:

  • Disposal of The Stanwell Hotel Limited for £3.2 million;
  • Disposal of Earnside Energy Limited for £1.8 million;
  • Investment of £384,000 in Clear Review Limited;
  • Investment of £320,000 in Limitless Technology Limited;
  • Investment of £121,000 in Imandra Inc; and
  • Investment of £71,000 in Symetrica Limited.

Albion VCTs Prospectus Top Up Offers 2018/19

The following new Ordinary shares of nominal value 1 penny per share were allotted under the Albion VCTs Prospectus Top Up Offers 2018/19 after 31 March 2019:

Date of allotment Number of shares allotted Aggregate nominal value of shares  

Issue price (pence per
Net consideration received  

Opening market price on allotment date
    £’000 share) £’000 (pence per share)
1 April 2019 2,517,008 25 78.90 1,956 73.00
1 April 2019 554,593 5 79.30 431 73.00
1 April 2019 6,375,602 64 79.70 4,955 73.00
12 April 2019 290,390 3 78.90 226 73.75
12 April 2019 40,353 - 79.30 31 73.75
12 April 2019 288,765 3 79.70 224 73.75
  10,066,711 101   7,823  

20. Related party transactions

Other than transactions with the Manager as disclosed in note 5, there are no related party transactions or balances requiring disclosure.

21. Other Information
The information set out in this announcement does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the years ended 31 March 2019 and 31 March 2018, and is derived from the statutory accounts for those financial years, which have been, or in the case of the accounts for the year ended 31 March 2019, which will be, delivered to the Registrar of Companies. The Auditor reported on those accounts; the reports were unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

22. Publication
The full audited Annual Report and Financial Statements are being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion.capital/funds/AAVC where the Report can be accessed as a PDF document via a link in the 'Financial Reports and Circulars' section.

Dividend history for Albion Venture Capital Trust PLC ‘C Shares’ and Albion Prime VCT PLC (unaudited)

Total shareholder return to 31 March 2019   C shares
(pence per share)  
Proforma
Albion Prime
VCT PLC
(pence per share)
Total dividends paid during the year ended :  31 March 1998 2.00 1.10
  31 March 1999 8.75 6.40
  31 March 2000 2.70 1.50
  31 March 2001 4.80 4.25
  31 March 2002 7.60 2.75
  31 March 2003 7.70 2.00
  31 March 2004 8.20 1.25
  31 March 2005 9.75 2.20
  31 March 2006 11.75 4.50
  31 March 2007 10.00 4.00
  31 March 2008 10.00 5.00
  31 March 2009 10.00 4.50
  31 March 2010 5.00 2.00
  31 March 2011 5.00 3.00
  31 March 2012 5.00 3.00
  31 March 2013 5.00 3.70
  31 March 2014 5.00 4.40
  31 March 2015 5.00 4.40
  31 March 2016 5.00 4.40
  31 March 2017 5.00 4.40
  31 March 2018 5.00 4.40
  31 March 2019 5.00 4.40
Total dividends paid to 31 March 2019 143.25 77.55
     
Net asset value as at 31 March 2019 79.00 69.53
     
Total shareholder return to 31 March 2019 222.25 147.08

Notes
• The Ordinary shares and the C shares merged on an equal basis.

• The proforma shareholder returns presented above for Prime are based on the dividends paid to shareholders before the merger and the pro-rata net asset value per share and pro-rata dividends per share paid to 31 March 2019. This proforma is based upon 0.8801 Albion Venture Capital Trust PLC shares for every Albion Prime VCT PLC share which merged with Albion Venture Capital Trust PLC on 25 September 2012.

• Dividends paid before 5 April 1999 were paid to qualifying shareholders inclusive of the associated tax credit. The dividends for the year to 31 March 1999 were maximised in order to take advantage of this tax credit.

• The above table excludes the tax benefits investors received upon subscription for shares in the Company.

 

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