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Unicorn AIM VCT PLC  -  UAV   

Final Results

Released 12:08 24-Nov-2017

RNS Number : 4819X
Unicorn AIM VCT PLC
24 November 2017
 

Unicorn AIM VCT plc (the "Company" or the "VCT")

LEI: 21380057QDV7D34E9870

 

Annual Results Announcement for the year ended 30 September 2017

The full Annual Report and Accounts for the year ended 30 September 2017 can be found on the Company's website www.unicornaimvct.co.uk

 

FINANCIAL HIGHLIGHTS

(for the year ended 30 September 2017)

·     Offers for Subscription raised £28.9 million (after costs)

·     Net asset value ("NAV") total return for the year ended 30 September 2017, after adding back the dividends of 9.25p paid in the year, was 7.4%

·     Final dividend of 3.5p proposed for the financial year ended 30 September 2017

 

Fund performance

Ordinary Shares

Shareholders' Funds*

(£ million)

Net asset value per share (NAV) (p)

Cumulative dividends** paid per share (p)***

Net asset value plus cumulative dividends paid per share (p)***

Share price (p)

30 September 2017

175.5

163.1

41.50

204.60

141.5

31 March 2017

163.3

162.4

38.50

200.94

137.0

30 September 2016

147.7

160.5

32.25

192.75

139.0

31 March 2016

139.5

150.9

32.25

183.15

130.5

 

* Shareholders funds/net assets as shown on the Statement of Financial Position below.

 

** The Board has recommended a dividend of 3.5 pence per share for the year ended 30 September 2017. If approved by Shareholders, this payment will bring total dividends paid since the merger with Unicorn AIM VCT II plc on 9 March 2010 to 45.0p.

 

***Since the merger of the Company with Unicorn AIM VCT II plc on 9 March 2010 and merger of all former share classes.

 

STRATEGIC REPORT

The purpose of this Strategic Report is to inform Shareholders of the Company's progress on key matters and assist them in assessing the extent to which the Directors have performed their legal duty to promote the success of the Company in accordance with section 172 of the Companies Act 2006.

The Investment Manager's Review also includes what is believed to be a balanced and comprehensive analysis of the development of the business during the financial year and the position of the Company's investments at the end of the year.

 

CHAIRMAN'S STATEMENT

I am pleased to present the sixteenth Annual Report of the Company.

 

Economic & Market Review

Despite considerable and continuing political and economic uncertainty, the period under review has been another positive one for UK equity markets. The twelve months to 30 September 2017, saw the FTSE 100 Index climb to record levels in May 2017, before tracking within a 5% range for the remainder of the year, and closing the period at 7,372, giving a total return for the twelve months under review of 11.2%.

 

Uncertainty however, has been the dominant theme throughout the past twelve months and, in the UK, this uncertainty has largely arisen as a direct consequence of the UK electorate's relatively narrow majority decision, in June 2016, to leave the European Union.

 

The unpredictability of modern politics was also starkly illustrated by Theresa May's subsequent decision to call a snap General Election in June 2017, at which point opinion polls showed the Government holding a twenty-plus point lead over the Labour Party. As it turned out, following the election, the Conservative Party ended up with no overall majority and was then faced with the need to do a deal with the Democratic Unionist Party of Northern Ireland, simply in order to remain in power. The inescapable consequence of this unsuccessful political gamble is that the Prime Minister has weakened the UK's negotiating position with the European Union.

 

It is sobering to reflect on the fact that it has now been approximately ten years since the start of the Global Financial Crisis, during which time UK economic growth has remained stubbornly weak, while levels of consumer and corporate debt have grown to levels that seem neither sensible nor sustainable. Meanwhile, wage growth has remained subdued and productivity levels show little sign of improvement.

 

Rising inflation, driven mainly by a weakening of Sterling relative to other major global currencies, has added further pressure to the UK economy. Since the year end, the Bank of England has raised interest rates in response to the rising level of inflation. The increased cost of importing food and fuel in particular, has caused prices to rise at a faster rate than anywhere in the G7 group of leading global economies, according to the Organisation for Economic Co-operation and Development ("OECD").

 

The annual growth in prices in the UK jumped to 2.9% in August from 2.6% in July, equalling a four year high in the consumer price index ("CPI"). Meanwhile, wage growth in the UK has failed to keep pace with inflation, which in turn is now starting to have a direct and negative impact on UK consumer spending. This is evidenced by a recent stream of news releases from trade bodies and the Office for National Statistics, which confirm, among other things, that the rate of new car sales is falling, while the profitability of the restaurant sector continues to decline. Trading conditions for clothing and food retailers also remain extremely challenging.

 

Investment Performance Review

It is pleasing to report that the twelve month period ended 30 September 2017, has been another year of positive total returns. Performance has been steady, with Net Asset Value per share increasing from 160.5 pence to 163.1 pence during the year, making this the eighth consecutive financial year in which total returns to Shareholders have been positive. After adding back the dividends paid in the year, the total return to Shareholders was +7.4%. Therefore, despite all the considerable economic and political uncertainty, the Company remains in sound operational and financial health.

 

At the financial year end, the investment portfolio consisted of 72 VCT qualifying companies and 18 non-qualifying companies. Approximately 70% of all the companies held in the portfolio are profitable and the majority of these businesses are now sufficiently cash generative to allow for the payment of dividends. During the year under review, dividends were paid, or proposed, by 56 of the 90 companies held in the portfolio. Income received from underlying investments grew from £2.4 million in the financial year ended 30 September 2016 to £3.1 million in the year ended 30 September 2017. The steady growth in the annual income received by the Company is testament to the financial strength of the underlying investee companies, and should help with the dividend distributions made by the Company.

 

Net Assets

By the end of the financial year, the audited net assets of the Company had increased to £175.5 million, as compared to the £147.7 million of net assets at the start of the period. This growth in total net assets was partly due to continued strong performance from the investment portfolio, but was also assisted by the support received from new and existing Shareholders under the Offers for Subscription that have been made during the year.

 

Portfolio Activity

In total, £3.8 million of capital was invested in two new VCT qualifying investments, while a further three secondary investments were made in order to support the growth plans of investee companies already held in the portfolio. The total cost of the VCT qualifying investments made during the period was £6.9 million.

 

A total gross investment of £14.2 million was made in large liquid, non-qualifying investments during the year.

 

Total proceeds from disposals amounted to £19.5 million, resulting in an overall realised capital profit of £6.5 million.

 

A detailed report on the performance of both the qualifying and the non-qualifying investments is contained in the Investment Manager's Review below.

 

VCT Status

As at 30 September 2017, 73.6% of the Company's total assets (valued in accordance with VCT rules) were invested in VCT qualifying companies meeting HMRC requirements. Excluding new capital raised in recent Offers for Subscription, the VCT qualifying percentage rises substantially. The Board continues to monitor this figure closely. All other HM Revenue & Customs tests have been complied with and the Board has been advised by PWC that the Company continues to maintain its Venture Capital Trust status.

 

Dividends

A maiden interim dividend of 3.0 pence per share, in respect of the half year ended 31 March 2017, was paid to Shareholders on 11 August 2017.

 

The Board has considered the payment of a final dividend for the financial year ended 30 September 2017, and is recommending a final dividend of 3.5 pence per share (income: 1.0 pence; capital: 2.5 pence) to Shareholders, payable on 2 February 2018 to Shareholders on the register as at 12 January 2018.

 

As Shareholders will be aware, dividend payments made by the Company are exempt from tax for eligible UK Shareholders and, subject to receiving Shareholder approval for payment of the proposed final dividend, total dividends in respect of the financial year ended 30 September 2017, will be 6.5 pence per share compared with 6.25 pence per share for the year ended 30 September 2016. This represents a yield of almost 4.0% based on the year end Net Asset Value of 163.1 pence per share as at 30 September 2017.

 

Share Buybacks and Issues

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. A total of 2,350,170 shares were purchased for cancellation during the course of the year.

 

 In February 2017, the Company raised £14.6m after costs from the first Offer for Subscription and raised a further £33.6 million after costs from the second offering which closed on 17 November 2017.

 

Outlook

The UK equity market has been reassuringly resilient during the year under review. On a relative basis, UK equities remain attractive when compared to other major asset classes. The short-term outlook for the UK economy however, remains uncertain and appears increasingly dependent on a successful conclusion to complex Brexit negotiations.

 

Realistically, a satisfactory withdrawal from the European Union seems less likely now than a year ago, the Government's problems have since been compounded by an unsuccessful early General Election, which saw the Conservative Party lose its overall majority. Deep divisions are evident within both main political parties, especially when it comes to the UK's interaction within Europe, once we do finally leave the European Union.

 

All of this uncertainty and political fragility is unhelpful and may already be damaging the UK's economic growth prospects, especially in the short term. To date, however, with few exceptions, the companies held in the portfolio remain in good operational and financial health and management teams remain optimistic of being able to maintain growth. The portfolio consists mainly of specialist businesses that are profitable and cash generative and where balance sheet strength remains a key positive.

 

Clearly, few businesses can expect to be completely immune from the negative impacts of rising input costs but, for those that trade internationally, the continued weakness of sterling is generally helpful. For those domestically focused businesses, the challenge is to continue making efficiency and productivity improvements, while aiming to pass on cost increases to customers wherever possible in order to maintain acceptable levels of profitability. The evidence to date, suggests that this is being successfully achieved by the majority of the investee companies held in the portfolio.

 

The Company's portfolio is in sound health and well-placed to withstand short-term challenges. The Investment Manager continues to adopt a long-term approach, and remains confident that the new funds received from the current Offer for Subscription can be carefully deployed in attractive, albeit relatively early stage, investment opportunities over the next three years.

 

Finally, I would like to take this opportunity to thank all Shareholders for their continued support of the Company and to invite you to attend the Company's Annual General Meeting ("AGM"). The AGM is scheduled for 11 January 2018 and is to be held at The Great Chamber, The Charterhouse, Sutton's Hospital, Charterhouse Square, London EC1M 6AN.

 

Peter Dicks

Chairman

24 November 2017

 

The Company and its Business Model

The Company is registered in England and Wales as a Public Limited Company (registration number 04266437) and is approved as a Venture Capital Trust ("VCT") under section 274 of the Income Tax Act 2007 (the "ITA"). In common with many other VCTs, the Company revoked its status as an investment company as defined in section 266 of the Companies Act 1985 on 17 August 2004, to make it possible to pay dividends from capital.

The Company's shares are listed on the London Stock Exchange main market under the code UAV and ISIN GB00B1RTFN43.

The Company is an externally managed fund with a Board comprising four non-executive Directors. Investment management and operational support are outsourced to external service providers, with the strategic and operational framework and key policies set and monitored by the Board as described in the diagram on page 4 of the Annual Report. Further information on each of the service providers is outlined in the Corporate Governance Statement on page 35 of the Annual Report.

 

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 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's Strategy

 

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 70% of the Company's total assets are to be invested in qualifying investments of which 30% by VCT value (70% for funds raised after 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

·     good cash generation to finance ongoing development allied with 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 70% VCT qualification threshold, 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.

 

The effect of any borrowing is discussed further on page 28 of the Annual Report under "AIFMD".

 

Performance during the year

As at 30 September 2017, the audited NAV of the Company was 163.1 pence per share, having risen by 2.6 pence (2016: 4.9 pence) from 160.5 pence per share at the start of the financial year under review. After adding back dividends of 9.25 pence per share paid in the year, this is a total return to Shareholders of 11.85 pence (2016: 11.15 pence) or 7.4% (2016: 7.2%) of the opening NAV for the year. In comparison, the total return from the FTSE AIM All-Share Total Return Index was 24.4% over the same period. The audited net assets of the Company were £175.5 million (2016: £147.7 million) at the financial year end.

 

At the financial year end, there were 72 active VCT qualifying companies and 18 non-qualifying companies held in the portfolio. These investments are spread across 24 different sectors. Most of these businesses are cash generative and operate with strong balance sheets. The Investment Manager continues to focus on a select number of key metrics in order to monitor and assess the financial health of these businesses. These metrics continue to improve for most of the companies held in the portfolio. Historically, investment has normally been committed to new companies if they are profitable at the time of first investment, although given the new State Aid funding rules, future VCT qualifying investments are likely to be made in earlier stage businesses.

 

In the year to 30 September 2017, a total of £19.5 million was realised through the sale of investments while £28.9 million (after costs) was raised from the two Offers for Subscription. Capital amounting to £21.1 million was deployed in new investments and approximately £8.7 million was paid out as dividends to Shareholders. A further £7.0 million was spent on share buybacks and in meeting the operating costs of the Company.

 

Over the 12 months to 30 September 2017 there was a net gain on investments of £11.5 million and the total profit on ordinary activities was £10.9 million, equivalent to earnings of 11.2 pence per share. The profit on the revenue account was £1.7 million.

 

Since the merger with Unicorn AIM VCT II plc, which was completed in March 2010 when all share classes merged, the total return to Shareholders has been 123%, including the payment of 41.50 pence per share in dividends, which have been tax free to qualifying Shareholders.

 

Key Performance Indicators

The Board uses the following key indicators to measure the Investment Manager's performance, thereby allowing Shareholders to assess how the Company is performing against its objective:

-      NAV per share, cumulative dividends paid and cumulative total Shareholder return

-      Earnings per share

-      Annual and cumulative total return

-      Running costs

Further details can be found on pages 6 and 7 of the Annual Report.

 

Running Costs

The Ongoing Charges of the Company for the financial year under review represented 2.2% (2016: 2.2%) of average net assets, which is well below the agreed cap of 3.6% and remains competitive.

As shown in note 3, the Investment Manager receives a management fee of 2% of net assets per annum. Other expenses are shown in note 4 on page 51 of the Annual Report.

Shareholders should note that this ratio has been calculated in accordance with the Association of Investment Companies' ("AIC") recommended methodology, published in May 2012. This figure indicates the annual percentage reduction in shareholder returns as a result of recurring operational expenses. Although the Ongoing Charges figure is based on historic information, it does provide Shareholders with a guide to the level of costs that may be incurred by the Company in the future. The costs exclude trail commission paid.

Further information in respect of the Company's performance can be found in the financial highlights above.

Key Events during the Year

The Company raised £28.9 million (after costs) through the two Offers for Subscription and issued 17,855,965 shares, details of which are given in note 13 on page 56 of the Annual Report.

 

Key Policies

The Board sets the Company's policies and objectives and ensures that its obligations to Shareholders are met. Besides the Investment Policy already referred to, the other key policies set by the Board are outlined below.

 

Dividend policy

The Board remains committed to a policy of maintaining a steady flow of dividend distributions to Shareholders from the income and capital gains generated by the portfolio. Total dividends of 9.25 pence per share were paid during the year which amounted to £8.7 million. Since the original launch of Unicorn AIM VCT in 2001, Shareholders have, in aggregate, received approximately £51.9 million in dividend distributions, including those paid to former shareholders in Unicorn AIM VCT II plc.

 

The ability to pay dividends and the amount of such dividends are influenced by the performance of the Company's investments, available distributable reserves and cash, as well as the need to retain funds for further investment and ongoing expenses.

 

The Company paid an interim dividend for the first time during the year. The amount of 3.0 pence per share was paid on 11 August 2017.

 

A final dividend of 3.5 pence will be proposed at the Annual General Meeting to be held on 11 January 2018 making total dividends of 6.5 pence for the year under review.

 

Share buybacks and discount policy

The Board believes that it is in the best interests of the Company and its Shareholders to make market purchases of its shares from time to time.

 

There are three main advantages to be gained from maintaining a flexible approach to share buybacks; namely:

·     Regular share buybacks provide a reliable mechanism through which Shareholders can realise their investment in the Company, rather than being reliant on what is typically a limited secondary market.

·     Share buybacks, when carried out at a reasonable discount to underlying net assets, help modestly to enhance NAV per share.

·     Implementing share buybacks on a regular basis which may help to control the discount to NAV.

 

The Board agrees the level of discount to NAV at which shares will be bought back and keeps this under regular review. The Board seeks to maintain a balance between the interests of those wishing to sell their shares and continuing Shareholders.

 

The Company has continued to buy back shares for cancellation at various points throughout the financial year in accordance with the above policy. A total of 2,350,170 shares with a nominal value of £23,501 were purchased for cancellation during the course of the year, at an average price of 140.81 pence per share, for a total consideration of £3.3 million. At the financial year end, the Company's shares were quoted at a price of 141.5 pence per share representing a discount to NAV per share of 13.2%.

 

The Board intends to continue with the above buyback policy. Any future repurchases will be made in accordance with guidelines established by the Board from time to time and will be subject to the Company having the appropriate authorities from Shareholders and sufficient funds available for this purpose. Share buybacks will also be subject to prevailing market conditions, Market Abuse Rules and any other applicable law at the relevant time. Shares bought back are normally cancelled.

 

Principal risks and uncertainties

The Directors have carried out a review of the principal risks faced by the Company as part of the internal controls process, as outlined below. Note 17 to the Financial Statements on pages 57 to 63 of the Annual Report also provides information on the Company's financial risk management objectives and exposure to risks.

 

Risk

Possible consequence

How the Board guards against risk

Investment and strategic risk

Unsuitable investment strategy or stock selection could lead to poor returns to Shareholders.

Regular review of investment strategy by the Board.

Monitoring of the performance of the investment portfolio on a regular basis.

All unquoted investments require prior investment authorisation from the Board.

Regulatory and tax risk

The Company is required to comply with the Companies Act 2006, ITA, The Alternative Investment Fund Managers Directive ("AIFMD") (as applicable to small registered UK AIFMs), UKLA Rules and UK Accounting Standards. Breaching these rules may result in a public censure, suspension from the Official List and/or financial penalties. There is a risk that the Company may lose its VCT status under the ITA. Should this occur, Shareholders may lose any upfront income tax relief they received and be taxed on any future dividends paid and capital gains received if they dispose of their shares.

 

Regulatory and legislative developments are kept under review by the Board.

The Company's VCT qualifying status is continually reviewed by the Investment Manager and the Administrator.

PricewaterhouseCoopers LLP has been retained by the Board to undertake an independent VCT status monitoring role.

Operational risk

The Company has no employees and is therefore reliant on third party service providers. Failure of the systems at third party service providers could lead to inaccurate reporting or monitoring. Inadequate controls could lead to the misappropriation of assets.

 

 

Internal control reports are provided by service providers on an annual basis.

The Board considers the performance of the service providers annually and monitors activity on a monthly basis.

Fraud and dishonesty risks

Fraud involving company assets may occur, perpetrated by a third party, the Investment Manager or other service provider. The Company faces further risks from cyber attacks which could impact on the Company's reputation.

Internal control reports are provided by service providers on a regular basis.

The Administrator is independent of the Investment Manager.

The Board has engaged a cyber-security firm to review the Company's systems and those of its suppliers.

Financial Instrument risks

The main risks arising from the Company's financial instruments are due to fluctuations in their market prices, interest rates, credit risk and liquidity risk.

 

The Board regularly reviews and agrees policies for managing these risks and full details can be found in Note 17 on pages 57 to 63 of the Annual Report.

Economic risk

Events such as recession, inflation or deflation, movements in interest rates and technological change can affect trading conditions and consequently the value of the Company's investments.

The withdrawal of the UK from the European Union creates significant uncertainty in markets and regulatory environments which may affect the value of the Company's investments.

While no single policy can obviate such risks the Company invests in a diversified portfolio of companies, whilst seeking to maintain adequate liquidity.

 

The Regulatory Environment

The Board and Investment Manager are required to consider the regulatory environment when setting the Company's strategy and making investment decisions. A summary of the key considerations is outlined below.

 

Human rights

The Board seeks to conduct the Company's affairs responsibly and expects the Investment Manager to consider human rights implications as far as possible, particularly with regard to investment decisions.

 

Diversity

The Directors are aware of the need to have a Board which, as a whole, comprises an appropriate balance of skills, experience and diversity. Appointments to the Board are made according to expertise and knowledge. Following the appointment of Charlotta Ginman on 14 July 2016, the Board currently comprises three male and one female non-executive Directors and the Board has confirmed that it is content with its current composition. The Board will consider gender diversity in making future appointments.

 

Anti-bribery policy

The Company has adopted a zero tolerance approach to bribery and will not tolerate bribery under any circumstances in any transaction in which it is involved. The Company values its reputation for ethical behaviour and for financial probity and reliability and the Directors are committed to working to the highest ethical standards.

 

The Company expects and requires each of its service providers to work to the same standard and has obtained confirmation from them that this is the case.

 

Environmental and social responsibility

The Board seeks to conduct the Company's affairs responsibly and expects the Investment Manager to consider relevant social and environmental matters when appropriate, particularly with regard to investment decisions. The Company offers electronic communications where acceptable, to reduce the volume of paper it uses in sending communications to Shareholders. In addition, Board and Committee meetings are held by conference call where it is appropriate to do so. The Company's Annual and Half-Yearly reports are printed on paper sourced from forests certified by the Forestry Stewardship Council ("FSC") that meet its environmental, social and economic standards.

 

Viability Statement

The Board has considered the requirement to confirm that the Company is able to meet all liabilities when due and that it can continue to operate for a period of at least twelve months from the date of signing the Annual Report. The Directors state on page 28 of the Annual Report that they consider the Company is a going concern over this timeframe.

 

Under the UK Corporate Governance code there is a requirement that the Board performs a robust assessment of the principle risks relating to the Company.

 

The Directors consider the viability of the Company as part of their continuing programme of monitoring risk and conclude that five years is a reasonable time horizon to consider the continuing viability of the Company. This is also in line with the requirement for the Company to continue in operation so investors subscribing for new shares issued by the Company can hold their shares for the minimum five year period to allow them to benefit from the tax incentives offered when those shares were issued.

 

In order to maintain viability, the Company has a detailed risk control framework which has the objective of reducing the likelihood and impact of: poor judgement in decision-making; risk-taking that exceeds the levels agreed by the Board; human error; or control processes being deliberately circumvented. These controls are reviewed by the Board on a quarterly basis to ensure that controls are working as prescribed. In addition, reviews of all service providers are undertaken regularly.

 

The Directors consider that the Company is viable for the five year time horizon for the following reasons:

■    The Company has a diversified investment portfolio including approximately £13.0 million invested in readily realisable listed shares and a further £25.5 million in open ended funds and cash. The Company therefore has sufficient liquidity in the portfolio.

■    The ongoing charges ratio of the Company as calculated using the AIC recommended methodology equates to 2.2% of net assets, which is competitive for the VCT sector.

■    The Board anticipates that there will continue to be suitable qualifying investments available that will enable the Company to maintain its operations successfully over the five-year time horizon.

■    The Company has no debt or other external funding apart from its Ordinary shares.

 

The Directors have also considered the viability of the Company should there be a slowdown in the economy or a collapse of the markets leading to lower dividend receipts and asset values. As stated above ongoing charges equate to 2.2% of net assets of which the Investment Management fee (as reduced by the Company's investments in Unicorn funds) equates to 2.0% of net assets. Therefore, any fall in the value of net assets will result in a corresponding fall in the major expense of the Company.

As a result of these factors, the Directors have concluded that there is a reasonable expectation that the Company can continue in operation over the five year period.

 

Prospects

The prospects for the Company are discussed in detail in the Outlook section of the Chairman's Statement above.

For and behalf of the Board

 

Peter Dicks

Chairman

24 November 2017

 

Investment Manager's Review

 

Introduction

The audited net assets of the Company as at 30 September 2017 totalled £175.5 million, while audited net asset value per share was 163.1 pence. New capital received from the Offers for Subscription, combined with another year of positive investment performance, has resulted in net assets increasing by £27.8 million during the financial year under review. The net proceeds from new shares issued and allotted in the period through the Offers for Subscription, totalled £28.9 million after costs, while the capital gain from the portfolio amounted to 9.4 pence per share. After adding back the £8.7 million in dividends paid in the year, the total return amounted to 11.8 pence per share; representing an increase of 7.4% on the opening net asset value of 160.5 pence.

 

Market Review

The total return from the FTSE All-Share Index was 11.9% in the financial year under review, while the total return from the FTSE AIM All-Share Index was 24.4% over the same twelve month period.

 

Although the Company's performance is somewhat disappointing relative to that of the FTSE AIM All-Share Index, it is important to remember that the Alternative Investment Market has a pattern of delivering significant outperformance in bull market phases, while tending to fall in value, sometimes dramatically and disproportionately, during periods when equity markets are weak.

 

Our aim is to 'smooth out' these extremes of performance and deliver outperformance over the longer-term by constructing a portfolio of companies that can thrive during good times and, perhaps more importantly, can successfully weather periods of market and economic stress.

 

The decline in value recorded by the FTSE AIM All-Share Index in 2008 is a perfect illustration of the extremes of performance that AIM stocks can produce. In the twelve month period ended 31 December 2008, the FTSE AIM All-Share Index fell by 61.8% in total return terms, which compared poorly with the FTSE All-Share Index total return which fell by 29.9% over the same period. In contrast, the five different Unicorn AIM VCT share classes that were in existence at that time, fell by an average of 32% over the same period.

 

The AIM has performed strongly so far in 2017, as it continues to benefit from the current fashion for momentum investing. This momentum trend in equity markets is perhaps best evidenced by the collective valuation of the so-called FANG stocks in the United States. As at 30 September 2017, the combined market capitalisation of Facebook, Amazon, Netflix and Google owner, Alphabet was over $1.7 trillion. According to a recent survey by Alliance Bernstein, a leading US based investment management and research firm, these four stocks have contributed over a quarter of the total increase in the value of the S&P 500 Index during the first eight months of 2017.

 

The surge in the value of technology stocks is being fed by the nature of Exchange Traded Funds ("ETF"), which automatically increase weightings in stocks that have gone up in price, and reduce those that have fallen, in order to maintain a mirror image of the Index that the ETF is tracking. This robotic behaviour potentially exposes a blind spot in attitudes to fundamental risk. In other words, it is easy for the average investor to fall into the trap of thinking that if a stock is going up in value, then it must be a 'good' stock to own, almost regardless of its valuation multiple.

 

To put this danger in context, the aforementioned FANG stocks now trade on a combined forward price to earnings ratio of 43 times current earnings. In simple terms, this means that, should earnings remain unchanged, an investor who invested in these stocks at age 18, would be 61 years old before the total combined earnings per share from these four companies matched the initial price paid per share by the investor. By any objective measure, this kind of valuation multiple implies a relatively low return on what should still be considered quite a high risk investment. Of course, it is possible that we may be entering a new era for equity market investment, but many people mistakenly believed this to be the case during the height of the TMT boom in the late 1990's. Unsurprisingly, the team members at Unicorn Asset Management do not subscribe to this view and we continue to adopt a cautious, selective and risk averse approach to making new investments.

 

On a positive note, equities still appear to be one of the more attractive asset classes available. This is especially true for those investors seeking both long term capital gains and an immediate, attractive and sustainable dividend income stream.

 

Meanwhile, the global economy finally seems to be emerging from many years of low growth. If the global economy, driven primarily by the United States, continues to recover, there is a good chance that equity markets can maintain their upward progress. It is therefore perhaps understandable that the risk premium normally expected/demanded by professional investors for investing in equities, has fallen noticeably in recent times.

 

Performance Review

The investment portfolio has again made steady progress during the period under review, albeit at a slower pace than the market as a whole. As previously noted, many equity investors currently seem content to adopt a momentum strategy. As a result, despite the considerable economic and political upheaval experienced over the past twelve months, the main UK equity market continued its ascent, with the FTSE 100 Index recording a record closing high of 7,547 in May 2017, ending the financial year under review at 7,372.

 

As ever, there have been a few disappointing setbacks from investee companies during the period under review, which have been more than offset by strong performances from the majority of holdings in the portfolio. The investment portfolio remains diversified both by number of holdings and by sector exposure.

 

Qualifying Investments

The percentage of net assets invested in VCT qualifying companies amounted to 71.3% as at 30 September 2017. A review of the ten most meaningful contributors to performance (both positive and negative) follows:

 

(bracketed figures represent the share price movement for the year under review or since the date of investment on a mid-price basis)

 

Abcam (+21.4%) is a global leader in the supply of research tools to the life sciences sector. In its financial year ended 30 June 2017, Abcam delivered further strong growth with an increase in total revenue of 26.5% to £217.1 million (FY 2016: £171.7 million), while reported earnings per share increased by 11.9% to 20.7 pence (FY 2016: 18.5 pence). The business remains highly cash generative with a net cash inflow from operating activities of £66.4 million (FY 2016: £47.3 million) and a closing net cash position of £84.8 million (FY 2016: £68.9 million). As a consequence of continued strong trading, the proposed full year dividend was increased by 14% to 10.2 pence per share (FY 2016:8.9 pence).

 

Anpario (+61.0%) is a specialist manufacturer and distributor of natural feed additives for animal health, nutrition and biosecurity. Interim results for the six-month period ended 30 June 2017 were announced in September 2017. The results confirmed revenue growth of 39% to £14.8 million (2016: £10.7 million), while adjusted earnings per share rose by 21.3% to 9.1 pence (2016: 7.5 pence). Growth was primarily achieved through strong demand for Anpario's products in Asia, the Americas and the Middle East. Anpario is starting to enjoy the benefits of a strategy aimed at strengthening direct commercial relationships with end users. The balance sheet remains healthy with net cash at the period end of £12.6 million (31 December 2016: £11.1 million), which, together with positive cash generation, provides a solid platform for further investment in the business and selective earnings enhancing acquisitions. A maiden interim dividend of two pence per share was declared, reflecting the board's confidence in the company's outlook.

 

Keywords Studios (+229.8%) is a provider of technical services to the global video games industry. Keywords continues to make good progress in its stated objective of consolidating the fragmented market for outsourced services to the video games industry. A number of acquisitions were completed during the period, while Keywords also maintained healthy levels of organic growth, reporting an increase in organic revenues of 17% during the first half of its financial year. Encouragingly, this growth was achieved without sacrificing margins. In fact, the Group recorded a two percentage point increase in gross margins as it benefited from delivering higher value services such as art creation.

 

MaxCyte (+191.2%) is a business focused on accelerating the discovery, development and commercialisation of next-generation, cell-based medicines. In September 2017, MaxCyte released interim results covering the six months ended 30 June 2017. These results highlighted a 13.6% growth in group revenues to $6.2 million (2016: $5.5 million), while gross margins remained stable at approximately 90%. Operating expenses increased to $9.5 million compared to $5.9 million for the same period in 2016, including a $1.6 million increase in investments for 'CARMA', an immune-oncology cell therapy platform that MaxCyte is developing. The reported net loss for the six month period therefore grew to $4.3 million, compared to a loss of $1.3 million in the equivalent prior six month period. MaxCyte also successfully raised a further £20 million during the period via a placing of new shares on AIM. The Company participated in this capital raise, making an additional VCT qualifying investment of £1.65 million. The new funds raised will be deployed in supporting and accelerating the development of MaxCyte's new CARMA technology platform, which is being aimed at what is forecast to develop into a multi-billion dollar market for cell therapy treatment over the next few years.

 

ULS Technology (+92.5%) is a provider of online technology platforms for the UK conveyancing and financial intermediary markets. The company released full year results in June 2017, for the 12 month period to 31 March 2017, which recorded revenue growth of 8% to £22.3 million and a 9% increase in gross profits. The numbers also demonstrated good market share growth and management described current trading as being "buoyant", indicating that momentum has continued into the current financial year.

 

Crawshaw Group (-50.0%) is a retailer of fresh meat and food to-go with stores across the Midlands and the North of England. In September, Crawshaw released interim results for the six months ended 30 July 2017, during which period group revenues grew by 2.3% to £22.1 million (2016: £21.6 million) while gross margins fell to 42.9% from 45.2% due primarily to the depreciation of sterling resulting in increased costs of imported meat. Management has focused on improving customer numbers to rebuild momentum. The actions taken to date have seen like-for-like sales improve in the second quarter of the year. A potentially transformative partnership with 2 Sisters Food Group, one of the UK's biggest food groups, was announced in May, which should enable the company to secure fresh meat supplies, reduce costs and improve margins.

 

Directa Plus (-55.9%) is a producer and supplier of graphene based products for use in consumer and industrial markets. The business operates in the fast-developing, but still early stage, field of graphene technology and, as such, Directa Plus remains loss making. The company's interim results for the six month period ended 30 June 2017 reported that product sales declined to €0.3 million (2016: €0.4 million) largely as a result of a reduction in volume of graphene material sales into the bicycle tyre segment. However, the loss after tax reduced from €3.8 million in H1 2016 to €2.1 million in H1 2017, primarily due to a decrease in finance expenses. The company remains well capitalised with €8.2 million of closing cash on the balance sheet. Directa Plus is now primarily focusing on high and sustainable growth markets such as the supply of graphene based materials into the advanced textile sector and specialised graphene materials for use in pollution control products.

 

NCC Group (-47.0%) is a global information assurance specialist providing software escrow and security consulting services. NCC endured a challenging year both financially and operationally, with financial performance being hampered by contract wins not being converted as quickly as hoped. A change in revenue recognition policy was also required, which led to the departure of the founder and chief executive. The group's finance director, Brian Tenner has taken over as interim chief executive and is undertaking the restructuring required before the business is in a position to return to sustainable growth.

 

Surface Transforms (-43.9%) develops and manufactures next generation, carbon ceramic brake discs for the automotive and aircraft industries. The company has recently completed a significant investment in a new factory, which was necessary in order to secure volume contracts from a number of leading European car makers. Full year results were released in September, which recorded a decline in revenues to £0.7 million (2016: £1.4 million), largely caused by capacity constraints during the factory move. During the period, Surface Transforms raised a further £3.7 million in a placing and oversubscribed open offer to support ongoing investment. The Company contributed £0.9 million to this latest fund raise.

 

Tracsis (-16.3%) is a leading provider of software and services for the traffic data and transportation industry. Tracsis' share price reacted negatively to a trading update released in February 2017, which indicated that a particularly strong second half would be required in order to meet full year financial guidance. As a result, forecasts for the full year were modestly reduced. Tracsis has since released a full year trading update, which noted that trading for the full year was strong and ahead of the previous year.The company has an impressive long-term financial track record and is exposed to structural growth drivers such as rising global passenger numbers in both rail and road and increased operator accountability for both safety and performance.

 

Material Contributions

In absolute terms, the top five positive contributors, as described above, generated a combined realised and unrealised capital gain of £14.9 million. The next five largest contributors were; Tristel (+65.6%), Animalcare Group (+30.9%), Cohort (+28.9%), Mattioli Woods (+14.4%) and Gama Aviation (+82.9%). In aggregate, these five investments generated a capital gain (realised and unrealised) of £6.6 million.

 

The five largest detractors from performance, as described above, generated a combined unrealised capital loss of £7.9 million. In absolute terms, the next five largest negative contributions came from; Instem (-50.1%), Totally     (-24.4%), Augean (-51.0%), European Wealth Group (-59.6%) and Redcentric (-55.1%). The aggregate unrealised capital loss in the period from these five investments amounted to £3.8 million.

 

Finally, it is disappointing to report that Blue Inc., a privately owned high street fashion retailer, went into administration during the period and the Company's holding in the VCT was written down to zero value as a result. In reality, the impact on performance was minimal for the financial year under review since the investment had already been heavily impaired in last year's results.

 

Non-Qualifying Investments

(bracketed figures represent the share price movement for the year under review or since the date of investment on a mid-price basis):

 

With two exceptions, the non-qualifying investments, which consist mainly of large, liquid companies listed on the FTSE 350 Index performed reasonably well in the period under review. The strongest contributors to performance included; IQE (+309.0%), Unicorn UK Growth Fund (+29.1%), and the Unicorn UK Smaller Companies' Fund (+23.0%). In contrast, the biggest detractor from overall performance was WYG (-39.6%), which registered an unrealised capital loss of £0.6 million in the period. WYG is an international consultancy business, which experienced unexpected project delays and margin pressures during the period.

 

Hayward Tyler (-40%), a specialist engineering business, has also been experiencing challenging trading conditions. As a result, Hayward Tyler became increasingly vulnerable to a bid approach and eventually received a takeover offer and was acquired by Avingtrans, an engineering business in which the Company already holds a stake. The acquisition was funded by the issue of new Avingtrans shares with a total value received of £726,193 at the completion date. This compared to a book cost for the investment in Hayward Tyler of £867,000.

 

Investment Activity

The financial year under review was relatively quiet in terms of new investment activity. In aggregate, £6.9 million was invested in VCT qualifying companies. Of this total, £3.8 million was committed to two new VCT qualifying opportunities, while just over £3 million was allocated to follow-on investments in three VCT qualifying companies in which the Company already held a stake.

 

The two VCT qualifying investments in companies new to the portfolio were as follows:

 

ECSC Group (-22.2%), a specialist in the provision of cyber security services. Prior to listing on AIM in December 2016, the company had established a 15 year track record of consistent growth and profitability as a growing and consistently profitable private business. The company raised £4.2 million in net new funds in an Initial Public Offering ("IPO"), of which the Company invested £2.6 million. The funds raised at IPO were required to help achieve a rapid increase in the scale and scope of the business, with investment focused on a significant increase in sales and marketing capability. While this would result in a substantial increase in the operating costs of the business, the expectation was that these costs would be offset by a rapid increase in revenues. Unfortunately, management over-estimated the rate at which new sales leads would be generated, while also significantly under-estimating the length of time it would take to convert the sales pipeline into committed orders and revenue. As a consequence, the company was forced to announce a profit warning, which in turn sent the share price into sharp decline. The board of ECSC is now attempting to stabilise the situation by implementing cost savings, thereby materially reducing the company's monthly cash burn. As a case study for management teams and NOMADs in how not to undertake a flotation on AIM, this is a classic example. Their subsequent problems have been mainly self-inflicted and were based on avoidable mistakes including; over-optimistic initial growth assumptions, an excessive and too rapid build-up in the cost base and a set of overly challenging initial broker forecasts, which left little margin for error. While the fall in the share price is extremely disappointing, it is at least encouraging that Ian Mann, the founder and CEO of ECSC remains the largest shareholder in the business and is fully committed to rectifying the issues and restoring shareholder value over time.

 

Escape Hunt (+5.9%) is a global provider of 'escape the room' experience games. The first Escape Hunt branch was opened in 2013 in Bangkok, Thailand. Since then, the business has grown and, as at December 2016, Escape Hunt operates a franchised global network of branches across 19 countries. An escape room is a physical adventure game in which players are locked in a themed room and have to find clues and solve puzzles in order to escape against a countdown clock. Escape Hunt's games typically require players to solve within 60 minutes a crime story or mystery, which has been tailored to the location of the branch. The popularity of such themed experience games has been growing rapidly in recent years. Escape Hunt reversed into an AIM-listed cash shell and raised £10.8 million of net new capital in the process. The Company invested just over £1.2 million in this fundraising round in exchange for a 4.5% stake in the business. The investment was qualifying for VCT purposes and the business has got off to an acceptable start on AIM, with the share price enjoying modest gains on the back of positive early news flow.

 

Follow-on VCT qualifying investments totalling just over £3 million were made in Maxcyte, Surface Transforms and Totally.

 

The pipeline of possible future VCT qualifying investments looks promising, although it should be remembered that following the introduction of new and more restrictive rules surrounding eligibility for State Aid funding in November 2015, the risk profile of new investments has inevitably increased. HM Treasury and HMRC are quite rightly keen to ensure that new capital raised under tax efficient schemes, such as Venture Capital Trusts, is directed toward earlier stage businesses that are looking to scale-up their operations, but where alternative forms of funding, such as bank debt, are far harder to come by and typically too expensive. Unicorn Asset Management is fully supportive of this policy and has a long established track record of successfully supporting early stage businesses.

 

Realisations

Disposals totalling £19.5 million were made in the financial year to 30 September 2017. Two AIM-listed companies (Pinewood Group and Hayward Tyler) were sold to trade buyers in the period realising net proceeds of £2.8 million and a capital gain of £0.9 million. A number of other partial disposals in qualifying holdings together with full and partial disposals in non-qualifying investments were also made. These transactions generated total proceeds of £16.7 million and an aggregate capital profit of £5.6 million.

 

Prospects

The financial year to 30 September 2017 proved to be another period of steady progress for your Company. The portfolio currently consists of 90 investments in individual companies, of which 72 are VCT qualifying. These businesses operate across a wide range of sectors; most are profitable and in sound financial health, while many of them have rapidly expanding international operations.

 

Clearly, the UK will continue to face considerable economic and political challenges, especially related to the ongoing BREXIT negotiations. Despite this increasingly uncertain backdrop, we believe that the Company is well placed to deliver further progress in the current financial year. The existing portfolio represents a solid platform from which to build and, with considerable cash resources now available for further investment, the longer term outlook is also promising.

 

Chris Hutchinson

Unicorn Asset Management Limited

24 November 2017

EXTRACT FROM DIRECTORS' REPORT

 

Share Capital

At the year-end there were 107,581,106 (2016: 92,075,311) Ordinary shares of 1p each in issue, none of which are held in Treasury. The issues and buybacks of the Company's shares during the year are shown in note 13 on page 56 of the Annual Report. Subsequent to the year end, the Company has issued 11,827,331 shares and bought back 164,200 shares. At the date of this announcement the Company therefore had 119,244,237 shares in issue. All shares are listed on the main market of the London Stock Exchange.

 

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 30 September 2017, the Company held cash balances of £18.1 million. The majority of the Company's investment portfolio remains invested in fully listed and AIM quoted equities which may be realised, subject to the need for the Company to maintain its VCT status. 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 sufficient funds to meet both contracted expenditure and any discretionary cash outflows from buybacks and dividends. The Company has no borrowings in place and is therefore not exposed to any gearing covenants.

 

The full Annual Report and Accounts contains the following statement regarding responsibility for the financial statements.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the Company's Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice ("UK GAAP') (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that period.

 

In preparing these Financial Statements the Directors are required to:

 

-      select suitable accounting policies and then apply them consistently;

-      make judgements and accounting estimates that are reasonable and prudent;

-      state whether they have been prepared in accordance with UK GAAP subject to any material departures disclosed and explained in the Financial Statements; and

-      prepare a Director's Report, a Strategic Report and Director's Remuneration Report which comply with the requirements of the Companies Act 2006.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the Annual Report and accounts, taken as a whole, are fair, balanced, and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.

 

Website publication

The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available on a website. Financial Statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of Financial Statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the Financial Statements contained therein.

 

Directors' responsibilities pursuant to DTR4

The Directors confirm to the best of their knowledge:

• The Financial Statements have been prepared in accordance with UK GAAP and give a true and fair view of the assets, liabilities, financial position and profit of the Company.

• The Annual Report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces.

 

For and on behalf of the Board

Peter Dicks

Chairman

24 November 2017

 

NON-STATUTORY ACCOUNTS

The financial information set out below does not constitute the Company's statutory accounts for the years ended      30 September 2017 or 30 September 2016 but is derived from those accounts. Statutory accounts for the year ended 30 September 2016 have been delivered to the Registrar of Companies and statutory accounts for the year ended       30 September 2017 will be delivered to the Registrar of Companies in due course. The Auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor's reports can be found in the Company's full Annual Report and Accounts at www.unicornaimvct.co.uk.

 

PRIMARY FINANCIAL STATEMENTS

 

Income Statement

for the year ended 30 September 2017

 

 

 

Year ended

Year ended

 

 

30 September 2017

30 September 2016

 

Notes

Revenue

Capital

Total

Revenue

Capital

Total

 

 

£'000

£'000

£'000

£'000

£'000

£'000

Net unrealised gains on investments

 

9,823 

9,823 

9,365 

9,365 

Net gains on realisation of investments

 

1,653 

1,653 

819 

819 

Income

2

3,115 

3,115 

2,360 

2,360 

Investment management fees

3

(750)

(2,252)

(3,002)

(651)

(1,953)

(2,604)

Other expenses

 

(655)

 

(655)

(631)

 

(631)

Profit on ordinary activities before taxation

 

1,710 

9,224 

10,934 

1,078 

8,231 

9,309 

Tax on profit on ordinary activities

 

Profit on ordinary activities after taxation for the financial year

 

1,710 

9,224 

10,934 

1,078 

8,231 

9,309 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share:

 

 

 

 

 

 

 

Ordinary Shares

5

1.75p 

9.44p 

11.19p 

1.22p 

9.34p 

10.56p 

 

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 applicable Financial Reporting Standards ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued in November 2014 by the Association of Investment Companies ("AIC SORP").

 

Other than revaluation movements arising on investments held at fair value through the Income Statement, there were no differences between the profit as stated above and at historical cost.

 

The notes below form part of these financial statements.

 

Statement of Financial Position

as at 30 September 2017

 

 

 

30 September 2017

30 September 2016

 

Notes

£'000

£'000

£'000

£'000

Non-current assets

 

 

 

 

 

Investments at fair value

 

 

157,471

 

144,282

 

 

 

 

 

 

Current assets

 

 

 

 

 

Debtors

 

416 

 

422 

 

Cash at bank and in hand

 

18,093 

 

3,298 

 

 

 

18,509 

 

3,720 

 

Creditors: amounts falling due within one year

 

(474)

 

(259)

 

Net current assets

 

 

18,035

 

3,461

Net assets

 

 

175,506

 

147,743

 

 

 

 

 

 

Capital

 

 

 

 

 

Called up share capital

 

 

1,076

 

921

Capital redemption reserve

 

 

77

 

53

Share premium account

 

 

87,090

 

58,394

Capital reserve

 

 

65,784

 

58,323

Special reserve

 

 

13,736

 

21,756

Profit and loss account

 

 

7,743

 

8,296

Equity Shareholders' funds

 

 

175,506

 

147,743

 

 

 

 

 

 

Net asset value per share :

 

 

 

 

 

Ordinary shares

6

 

163.14p

 

160.46p

 

The financial statements were approved and authorised for issue by the Board of Directors on 24 November 2017 and were signed on their behalf by:

 

Peter Dicks

Chairman

 

The notes below form part of these financial statements.

 

Statement of Changes in Equity

for the year ended 30 September 2017

 

 

Called up share capital

Capital redemption reserve

Share premium account

Unrealised capital reserve

Special reserve*

Profit and loss account*

Total

 

£'000

£'000

£'000 

£'000 

£'000 

£'000 

£'000 

At 1 October 2016

 

921 

 

53

 

58,394 

 

58,323 

 

21,756 

 

8,296 

 

147,743 

Shares repurchased for cancellation and cancelled

 

(24)

 

24

 

 

 

(3,309)

 

 

(3,309)

Shares issued under Offers for Subscription

 

179 

 

-

 

29,386 

 

 

 

 

29,565 

Expenses of shares issued under Offers for Subscription

 

 

 

 

-

 

 

(690)

 

 

 

 

 

 

 

 

(690)

Transfer to special reserve

 

 

-

 

 

 

(4,711)

 

4,711 

 

Gains on disposal of investments (net of transaction costs)

 

 

 

 

-

 

 

 

 

 

 

 

 

1,653 

 

 

1,653 

Realisation of previously unrealised valuation movements

 

 

 

 

-

 

 

 

 

(4,742)

 

 

 

 

4,742 

 

 

Permanent diminution realised

 

 

-

 

 

2,380

 

 

(2,380)

 

Net increases in unrealised valuations in the year

 

 

 

 

-

 

 

 

 

9,823 

 

 

-

 

 

-

 

 

9,823 

Dividends paid

 

 

-

 

 

 

 

(8,737)

 

(8,737)

Investment Management fee charged to capital

 

 

-

 

 

 

 

(2,252)

 

(2,252)

Revenue return for the year

 

 

-

 

 

 

 

1,710 

 

1,710 

At 30 September 2017

 

1,076 

 

77

 

87,090 

 

65,784 

 

13,736 

 

7,743 

 

175,506 

 

 

Called up share capital

Capital redemption reserve

Share premium account

Unrealised capital reserve

Special reserve*

Profit and loss account*

Total

 

£'000

£'000

£'000 

£'000 

£'000 

£'000 

£'000 

At 1 October 2015

 

801

 

37

 

37,206 

 

49,322 

 

27,927 

 

9,323 

 

124,616 

Shares repurchased for cancellation and cancelled

 

(16)

 

16

 

 

 

(2,206)

 

 

(2,206)

Shares issued under Offer for Subscription

 

65 

 

-

 

9,934 

 

 

 

 

9,999 

Expenses of shares issued under Offer for Subscription

 

 

-

 

 

-

 

 

(181)

 

 

 

 

 

 

 

 

(181)

Shares issued as part of the Rensburg Merger

 

 

71 

 

 

-

 

 

11,435 

 

 

 

 

 

 

 

 

11,506 

Unclaimed dividends released by Rensburg

 

 

 

 

-

 

 

 

 

 

 

 

 

131 

 

 

131 

Transfer to special reserve

 

-

 

-

 

 

 

(3,965) 

 

3,965 

 

Gains on disposal of investments (net of transaction costs)

 

 

-

 

 

-

 

 

 

 

 

 

 

 

819 

 

 

819 

Realisation of previously unrealised valuation movements

 

 

-

 

 

-

 

 

 

 

(364)

 

 

 

 

364

 

 

-

Net increases in unrealised valuations in the year

 

 

-

 

 

-

 

 

 

 

9,365 

 

 

 

 

-

 

 

9,365 

Dividends paid

 

-

 

-

 

 

 

 

(5,431)

 

(5,431)

Investment Management fee charged to capital

 

-

 

-

 

 

 

 

(1,953)

 

(1,953)

Revenue return  for the year

 

-

 

-

 

 

 

1,078 

 

1,078 

At 30 September 2016

 

921

 

53

 

58,394 

 

58,323 

 

21,756 

 

8,296 

 

147,743 

 

* The special reserve and profit and loss account are distributable to Shareholders.

 

The notes form part of these financial statements.

 

Statement of Cash Flows

for the year ended 30 September 2017

 

 

 

30 September 2017

30 September 2016

 

Notes

£'000

£'000

£'000

£'000

Operating activities

 

 

 

 

 

Investment income received

 

3,091

 

2,226 

 

Investment management fees paid

 

(2,987)

 

(2,604)

 

Other cash payments

 

(729)

 

(686)

 

Net cash outflow from operating activities

 

 

(625)

 

(1,064)

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Rensburg unclaimed dividends and other income

 

 

147 

 

Rensburg liquidation costs +

 

(8)

 

-

 

Purchase of investments

 

(21,090)

 

(13,370)

 

Sale of investments

 

19,496 

 

13,450 

 

Decrease in current investments

 

 

 

Net cash (outflow)/inflow from investing activities

 

 

(1,602)

 

228 

 

 

 

 

 

 

Net cash outflow before financing

 

(2,227)

 

(836)

 

 

 

 

 

 

Financing

 

 

 

 

 

Dividends paid

4

(8,737)

 

(5,431)

 

Shares issued under Offers for Subscription (net of transaction costs)

 

29,068 

 

9,818 

 

Shares repurchased for cancellation

 

(3,309)

 

(2,206)

 

Net cash inflow from financing

 

 

 

17,022 

 

 

2,181 

Net increase in cash and cash equivalents

 

 

14,795 

 

1,345 

Cash and cash equivalents at 30 September 2016

 

 

3,298 

 

1,953 

Cash and cash equivalents at 30 September 2017

 

 

18,093 

 

3,298 

 

+ As stated in last year's Annual Report, Rensburg AIM VCT merged with the Company on 11 January 2016. Rensburg has now been placed into voluntary liquidation.

 

The notes below form part of these financial statements.

 

Notes to the Financial Statements

for the year ended 30 September 2017

 

1    Accounting policies

A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is set out on pages 48 and 49 of the Annual Report.

 

a)  Basis of accounting

The Financial Statements have been prepared under FRS 102 and the SORP issued by the Association of Investment Companies in November 2014.

 

The financial statements have been prepared on a going concern basis under the historical cost convention, except for the measurement at fair value of investments designated as fair value through profit and loss.

 

As a result of the Directors' decision to distribute capital profits by way of a dividend, the Company revoked its investment company status as defined under section 266(3) of the Companies Act 1985, on 17 August 2004.

 

2        Income

 

2017

2016

 

£'000

£'000

Income from investments:

 

 

-  from equities

2,727

2,007

-  from loan stocks

242

226

-  from money-market funds and Unicorn managed OEICs

    (including reinvested dividends)

146

127

Total income

3,115

2,360

 

 

 

Total income comprises:

 

 

Dividends

2,873

2,134

Interest

242

226

 

3,115

2,360

Income from investments comprises:

 

 

Listed UK securities

817

315

Unlisted UK securities (AIM and unquoted companies)

2,298

2,045

 

3,115

2,360

 

3        Investment Manager's fees

 

2017

2016

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

Unicorn Asset Management Limited

750

2,252

3,002

651

1,953

2,604

 

Unicorn Asset Management Limited ("UAML") receives an annual management fee of 2% of the net asset value of the Company, excluding the value of the investments in the OEICs, which are also managed by UAML. The annual management fee charged to the Company is calculated and payable quarterly in advance. In the year ended          30 September 2017, UAML also earned fees of £54,000 (2016: £56,000), being OEIC management fees calculated on the value of the Company's holdings in each OEIC on a daily basis. This management fee is 0.75% per annum of the OEIC value for each of Unicorn UK Smaller Companies OEIC, Unicorn UK Growth OEIC (formerly Unicorn Free Spirit OEIC), Unicorn Mastertrust OEIC and Unicorn UK Ethical Fund OEIC.

 

The management fee will be subject to repayment to the extent that there is an excess of the annual costs of the Company incurred in the ordinary course of business over 3.6% of the closing net assets of the Company at the year end. There was no excess of expenses for 2016/17 or the prior year.

 

Under an Amended Incentive Agreement with UAML dated 12 April 2010, the Investment Manager was entitled to a performance incentive fee of 20% of any cash distributions (by dividend or otherwise) paid to Shareholders in excess of 6 pence per Ordinary share paid in any accounting period - "the target return" and subject to the maintenance of a net asset value ("NAV") per share of 125 pence or more, as calculated in the Annual Report and accounts for the year relating to such payments. No incentive fee was payable for the year ended 30 September 2016 and then on 17 July 2017 the Company announced that UAML had agreed to waive its entitlement to future possible performance incentive fees. The Incentive Agreement was therefore terminated.

 

4        Dividends

 

2017

2016

 

£'000

£'000

Amounts recognised as distributions to equity holders in the year:

 

 

Interim capital dividend of 2.5 pence (2016: nil) per share for the year ended 30 September 2017 paid on 11 August 2017

2,499  

-

Interim income dividend of 0.5 pence (2016:  nil) per share for the year ended 30 September 2017 paid on 11 August 2017

500  

-

Final capital dividend of 5.25 pence (2016: 5.25 pence) per share for the year ended 30 September 2016 paid on 3 February 2017

4,820

4,562

Final income dividend of 1.0 pence (2016: 1.0 pence) per share for the year ended 30 September 2016 paid on 3 February 2017

 

918*

 

869

 

8,737  

5,431

 

Any proposed final dividend is subject to approval by Shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.

 

* The amount actually paid in dividends for 2016 differs from that shown in last year's Annual Report as 265,734 were bought back between 1 October 2016 and the record date of 13 January 2017. 

 

Set out below are the total income dividends payable in respect of the 2016/17 financial year, which is the basis on which the requirements of Section 274 of the Income Tax Act 2007 are considered.

 

 

2017

2016

 

£'000

£'000

Revenue available for distribution by way of dividends for the year

  1,710  

1,078

Interim income dividend paid of 0.5 pence (2016: nil)

500  

-

Proposed final income dividend of 1.0 pence (2016: 1.0 pence) for the year ended 30 September 2017

1,192+

919

 

+Based on 119,244,237 shares in issue at the date of this announcement.

 

5        Basic and diluted earnings and return per share

 

2017

2016

 

£'000

£'000

Total earnings after taxation:

10,934

9,309

Basic and diluted earnings per share (Note a)

11.19p

10.56p

Net revenue from ordinary activities after taxation

1,710

1,078

Revenue earnings per share (Note b)

1.75p

1.22p

Total capital return

9,224

8,231

Capital earnings per share (Note c)

9.44p

9.34p

 

 

 

Weighted average number of shares in issue in the year

97,674,986

88,133,530

 

Notes

a) Basic and diluted earnings per share is total earnings after taxation divided by the weighted average number of shares in issue.

b) Revenue earnings per share is net revenue after taxation divided by the weighted average number of shares in issue.

c) Capital earnings per share is total capital return divided by the weighted average number of shares in issue.

 

There are no instruments in place that will increase the number of shares in issue in future.  Accordingly, the above figures currently represent both basic and diluted returns.

 

6        Net asset value

 

2017

2016

 

£'000

£'000

Net Assets

175,506

147,743

Number of shares in issue

107,581,106

92,075,311

Net asset value per share

163.14p

160.46p

 

7        Post balance sheet events

On 11 October 2017, the Company issued 3,351,644 Ordinary shares of 1p each at a price range of between 166.4 pence and 172.6 pence. Proceeds raised amounted to £5.5 million after costs.

 

On 13 October 2017, the Company purchased 164,200 Ordinary shares of 1p each, representing approximately 0.15% of the issued share capital, for cancellation at a total cost of £233,500 equivalent to 142.2 pence per share.

 

On 7 November 2017, the Company issued 4,703,731 Ordinary shares of 1p each at a price range of between 167.9 pence and 174.1 pence. Proceeds raised amounted to £7.7 million after costs.

 

On 21 November 2017, the Company issued 3,771,956 Ordinary shares of 1p each at a price range of between 166.3 pence and 169.8 pence. Proceeds raised amounted to £6.2 million after costs.

 

8        Shareholder information

Dividend

The Directors have proposed a final dividend of 3.5 pence per share. Subject to Shareholder approval the dividend will be paid on 2 February 2018 to Shareholders on the Register on 12 January 2018.

 

Shareholders who wish to have dividends paid directly into their bank account rather than sent by cheque to their registered address can complete a mandate for this purpose. Mandates can be obtained by telephoning the Company's Registrars, Link Asset Services on +44 (0)371 664 0324, or by writing to them at Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or register on the Portal at https://www.signalshares.com or e-mailing them at VCTS@linkgroup.co.uk.

 

9        Statutory information

These are not full accounts in terms of section 434 of the Companies Act 2006. The Annual Report for the year to 30 September 2017 will be sent to Shareholders shortly and will then be available for inspection at Suite 8, Bridge House, Courtenay Street, Newton Abbot TQ12 2QS, the registered office of the Company. Copies of the Annual Report will shortly be available on the Company's website, www.unicornaimvct.co.uk.  Statutory accounts will be delivered to the Registrar of Companies after the Annual General Meeting. The audited accounts for the year ended 30 September 2017 contain an unqualified audit report.

 

10     Annual General Meeting

The Annual General Meeting of the Company will be held at 11.30 am on Thursday, 11 January 2018 at The Great Chamber, The Charterhouse, Suttons Hospital, Charterhouse Square, London EC1M 6AN.

 

11     National Storage Mechanism

A copy of the 2017 Annual Report and Accounts will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at: www.morningstar.co.uk/uk/NSM.

 

Contact details for further enquiries:

Chris Hutchinson of Unicorn Asset Management Limited (the Investment Manager), on 020 7253 0889.

 

Jon Carslake at ISCA Administration Services Limited (the Company Secretary) on 01392 487056 or by e-mail on unicornaim vct@iscaadmin.co.uk 

 

DISCLAIMER

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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