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RNS

Annual Financial Report for the y/e 30/09/2019

Released 07:00 25-Nov-2019

RNS Number : 4348U
Baronsmead Second Venture Trust PLC
25 November 2019
 

Baronsmead Second Venture Trust plc

 

Annual Financial Report for the year ended 30 September 2019

 

 

The Directors of Baronsmead Second Venture Trust plc are pleased to announce the Annual financial report for the year ended 30 September 2019. Copies of the Annual financial report can be obtained from the following website: www.baronsmeadvcts.co.uk.

Financial Headlines

·      Net asset value ("NAV") total return of 303.8p to shareholders for every 100.0p invested at launch

·      NAV per share decreased 8.6 per cent to 80.1p in the 12 months to 30 September 2019, before deduction of dividends

·      Annual tax free dividend yield of 7.4% based on 6.5p dividends (including proposed final dividend of 3.5p) and opening NAV of 87.6p

·      £15.6m new investments made into 13 new and 7 follow on opportunities during the year.

 

Our Investment Objective

Baronsmead Second Venture Trust plc is a tax efficient listed company which aims to achieve long-term investment returns for private investors.

 

Investment Policy

·      To invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM

·      Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value

 

Dividend Policy

·      The Board will, wherever possible, seek to pay two dividends to Shareholders in each calendar year, typically an interim dividend in September and a final dividend following the Annual General Meeting in February/March

·      The Board will use, as a guide, when setting the dividends for a financial year, a sum representing 7 per cent of the opening NAV of that financial year

 

CHAIRMAN'S STATEMENT

 

This year has seen a downturn in NAV for the first time in 10 years as a result of the fall in quoted markets. However, we have seen steady, positive progress from our unquoted investments - including successful realisations.

 

The Company's NAV per share decreased 8.6 per cent from 87.6p to 80.1p before payments of dividends during the year.

 

Results

 

Pence per

ordinary

share

NAV as at 1 October 2018

(after final dividend)

87.6

Valuation decrease 8.6 per cent

(7.5)

NAV as at 30 September 2019

before dividends

80.1

Less:

Interim dividend paid on

27 September 2019

(3.0)

Proposed final dividend of 3.5p payable, after shareholder approval, on 6 March 2020

(3.5)

 

NAV as at 30 September 2019 after dividends

73.6

 

Portfolio Review

 

At 30 September 2019, the Company's investment portfolio was valued at £120 million and comprised direct investments in a total of 80 companies of which 28 are unquoted and 52 are AIM-traded companies. The Company's investments in the LF Gresham House UK Micro Cap Fund ("Micro Cap"), LF Gresham House UK Multi Cap Income Fund ("Multi Cap") and LF Gresham House UK Smaller Companies Fund ("Smaller Companies") provide additional diversity giving investment exposure to an additional 63 AIM-traded and fully listed companies and thus spreading investment risk across some 143 companies.

 

During the 12 months to 30 September 2019, the underlying value of the unquoted portfolio increased by 11 per cent. It was disappointing to see a decrease in the value of the AIM-traded portfolio of 19 per cent and a decrease of 7 per cent in the Micro Cap fund while the Multi Cap and Smaller Companies fund performance was flat over the period with a small increase of 1 per cent, following volatile trading since October 2018.

 

The quoted portfolios have been impacted by negative sentiment towards the UK equity markets due to the uncertainty surrounding Brexit and wider economic conditions. Smaller UK listed companies, and domestically focused businesses where your Trust's investee companies typically sit, have underperformed their larger and more international peers since the referendum result in 2016. The Manager believes that the underlying health and prospects of the portfolio remain strong and valuations are depressed. This view has been supported by an elevated level of takeover offers within UK small cap companies during 2019 coming from international trade as well as private equity buyers.

 

Investments and Divestments

 

The Manager has continued to build its investment activity to focus on the provision of development capital to earlier stage companies. The Board is pleased to report that the investment rate has continued to grow and during the year the Company invested a total of nearly £16 million in 20 companies. The new investments in earlier stage opportunities may result in greater volatility in returns over time. However, the more mature, established portfolio of existing investments should assist in sustaining returns for shareholders as the new portfolio develops and grows.

 

There have been a number of strong realisations during the year. Firstly, from the unquoted portfolio, there was a total of £18 million realised from full and partial sales. Full realisations included a post-2015 investment, Symphony Ventures, a robotic process automation consultancy business, resulting in a successful return on cost of 2.4x. Other notable full realisations during the year were Create Health for 3.6x cost and Kirona for 3.1x cost. Upper Street Events and IP Solutions were sold for 0.7x cost and 0.4x cost respectively.

 

Three quoted investments were fully realised during the period. Sanderson Group was realised after a takeover resulting in a return of 2.7x cost and a partial divestment of STM Group realised 0.8x cost. A notable additional success was the partial profitable sale of shares in Bioventix. The Manager carefully reviews its larger quoted holdings and decided to crystallise some of the value in Bioventix resulting in an outstanding return of 15.0x cost. Our investments in Crawshaw Group, a chain of butchers and Paragon Entertainment were written off in the period, although the majority of the value of these investments had decreased in previous years.

 

The Board is delighted to see realised capital profits being created to continue to fund current and future dividends for shareholders.

 

Change of Dividend Policy

 

The Board announced a change to the dividend policy on 23 September 2019. The previous policy was to sustain an annual dividend level at an average of 6.5p per ordinary share. The Board believes this is no longer appropriate for two reasons. Firstly, the number of shares has increased and will increase further through future fundraisings and the absolute level of this dividend may in time become too high to sustain consistently as a percentage of NAV and secondly, as the proportion of investments in earlier stage companies increases, following the VCT rule changes in 2015, it is expected that the timing of returns will be less predictable. The Board feels it is therefore prudent to adopt a yield based dividend.

 

The new policy is as follows:

 

The Board will decide the annual dividends each year and the level of the dividends will depend on investment performance, the level of realised returns and available liquidity. The dividend policy guidelines below are not binding and the Board retains the ability to pay higher or lower dividends relevant to prevailing circumstances. However, the Board confirms the following two guidelines that shape its dividend policy:

 

·      The Board will, wherever possible, seek to pay two dividends to Shareholders in each calendar year, typically an interim in September and a final dividend following the AGM in February/March; and

 

·      The Board will use, as a guide, when setting the dividends for a financial year, a sum representing 7 per cent of the opening NAV of that financial year.

 

Change of Manager

 

The change of Investment Manager from Livingbridge VC LLP ("Livingbridge") to Gresham House Asset Management Ltd ("Gresham House") on 30 November 2018 has been a smooth and well planned transition. The team that moved to Gresham House has continued to work in accordance with the terms of the original investment management and co-investment agreements, with continued support from Livingbridge partners, Andrew Garside and Sheenagh Egan.

 

The Board is pleased with the smooth and swift integration of the team into Gresham House and with the high level of support and investment provided by our new Investment Manager.

 

Fundraising

 

In August 2019 the Board announced its intention to raise new funds to enhance the Company's resources available for new and follow on investments over the next two to three years. Consequently, on 4 October 2019 the Company launched an offer for subscription to raise £20 million (before costs). As at the date of this statement there has been £9 million invested by shareholders and the offer remains open. We would like to thank existing shareholders for their continued support and to welcome new shareholders.

 

Annual General Meeting

 

I look forward to meeting as many shareholders as possible at the Annual General Meeting ("AGM") to be held at 11.00 am on 27 February 2020, at Saddlers' Hall, 40 Gutter Lane, London, EC2V 6BR. As usual I will present my own review of the year and will be joined by the Manager. We would be delighted if you would then join us for lunch afterwards.

 

Director Appointment

 

We are pleased to welcome Sarah Fromson as a new Director. Sarah has recently retired as Head of Risk at The Wellcome Trust Ltd and the Board believes that her extensive risk and governance experience will provide increased breadth and additional expertise to the Board for the benefit of our shareholders.

 

The Directors intend to review Board succession in due course.

 

Brexit

 

The impact of the uncertainty caused by the long-awaited Brexit deal has been most keenly felt in the volatile performance of our AIM portfolio over the year. The Board and Investment Manager have considered the risks Brexit poses to the unlisted investments in the portfolio. The impact of changes in foreign currency exchange rates, the supply of labour and short-term fluctuations in demand has been assessed across the portfolio of unlisted investments. The Board and the Investment Manager continue to believe that the investment portfolio is robustly positioned to withstand the potential impact of Brexit.

 

The Investment Manager continues to consider the risks and opportunities that Brexit may present in all new investment and portfolio management decisions. The early stage investment arena remains highly active in the UK and Brexit does not appear to be reducing demand for investment from young, innovative and ambitious UK companies. The Board will continue to monitor Brexit developments as they occur.

 

Outlook

 

There are macro-economic risks arising from external factors including a General Election, Brexit and trade wars and the quoted markets have experienced volatility this year. As always, the Investment Manager endeavours to focus on fundamentals of company performance and looks to the long term, as supported by the VCT evergreen structure. Risk mitigation also comes in part from increasing diversity across a large portfolio of now 80 direct investees.

 

John Davis

Chairman

22 November 2019

 

MANAGER'S REVIEW

 

It is disappointing to report a decline in the net asset value total return over the year. This has been driven by the underperformance of the quoted portfolio primarily linked to the negative market sentiment towards UK small cap stocks. We continue to believe that there is an attractive long-term investment case for the majority of the large quoted holdings. The unquoted portfolio has seen steady performance with some strong realisations during the year helping offset some of the quoted portfolio decline.

 

PORTFOLIO REVIEW

 

Overview

The net assets of £175m were invested as follows:

 

 

NAV

(£m)

% of

NAV*

Number of

investees

% return in
the year**

Unquoted

49

28

28

11

AIM-traded companies

72

41

52

(19)

LF Gresham House UK Micro Cap Fund

 

23

13

45

(7)

LF Gresham House UK Multi Cap Income Fund

 

3

2

42

1

LF Gresham House UK Smaller Companies Fund

3

2

39

1

Liquid assets

25

14

N/A

 

Totals

175

100

206

 

 

* By value as at 30 September 2019.

** Return includes interest received on unquoted realisations during the year.

† Return since investment, June 2019.

♯ Represents cash, liquidity OEICS funds and net current liabilities.

 

Each quarter the direction of general trading and profitability of all investee companies is assessed so that the Board can monitor the overall health and trajectory of the portfolio. At 30 September 2019, 88 per cent of the 80 companies directly held in the portfolio (excluding the investments held by Collective Investment Vehicles) were progressing steadily or better.

The tables below show the breakdown of new investments and realisations over the course of the year and overleaf is commentary on some of the key highlights in both the unquoted and quoted portfolios.

 

Investment Activity - Unquoted and Quoted

 

During the year, £15.6 million was invested in 20 companies including 13 new additions to the portfolio and 7 follow on investments. Below are descriptions of a selection of the new investments made;

 

·      Diaceutics plc (quoted) is a data analytics business in the pharma sector.

 

·      Rockfish Group Limited (unquoted) is a chain of specialist seafood restaurants based in Devon. Rockfish specialise in serving fresh local & sustainable seafood from their chain of six restaurants.

 

·      Storyshare Holdings Ltd (unquoted) provides learning and employee engagement software for large businesses with mobile or international workforces.

 

·      The Panoply Holdings plc (quoted) is an IT services company focused on digital transformation in private companies and the public sector. The Company provides a range of services including consultancy and software development which supports customers to digitally enhance their businesses.

 

·      TravelLocal Ltd (unquoted) is an online travel agent that differentiates itself from traditional bespoke holiday operators by putting customers directly in touch with experts who live in each country to help arrange itineraries, providing a more authentic and unique experience.

 

·      Vinoteca Ltd (unquoted) is a wine bar and restaurant business built around an extensive wine choice and seasonal contemporary food. The company operates a chain of five wine bars and restaurants in London with a sixth site currently in development in Birmingham.

 

·      YourWelcome (unquoted) supplies tablets and software into vacation rental, Airbnb and corporate letting properties, with their proprietary software improving the guest experience through an information portal, providing tips and recommendations on the local area and a guest communication tool.

 

The company continues to execute its investment strategy developed since the November 2015 VCT rule changes. The strategy is to diversify investment across a number of smaller investments with the expectation of selectively providing follow on funding as these companies grow.

 

As Investment Manager we have a hands-on approach with each investment company working with the management teams to help them accelerate growth. In addition to our in-house portfolio team, we have a network of operating partners who have deep experience of supporting investee companies and in delivering key business milestones and unlocking growth.

 

Unquoted Portfolio

 

Performance

The unquoted portfolio has had a steady year of progress with a performance of 11 per cent increase over the course of the year. The portfolio is valued by the Board using a consistent valuation methodology every quarter. The majority of the value created by portfolio companies comes from trading and operational improvements including revenue and margin growth, rather than financial leverage.

 

Divestments

During the year the unquoted portfolio returned £18 million in proceeds following the full realisation of Create Health (3.6x cost), Kirona (3.1x cost) and Symphony Ventures Ltd (2.4x cost). This represents an excellent trio of realisations.

 

Along with the three successful realisations, two companies were fully realised at a loss. Upper Street Events was sold for 0.7x cost and IP Solutions was fully realised for 0.4x cost. Armstrong Craven made a loan note repayment within the year and has now returned 1.7x original invested cost over the course of our hold period. There was also a partial loan note write off in CMME as part of a balance sheet restructure.

 

After the year end the Company realised its investment in CR7 at a full loss.

 

Quoted Portfolio (AIM-traded investments)

 

Performance

The quoted portfolio has had disappointing performance during the year with a decrease of 19 per cent as a result of difficult market conditions.

 

The three top performers were Sanderson Group, a software and IT services business focused on digital retail technology and enterprise software to manufacturing, wholesale distribution and logistics sectors, which was fully realised during the year after announcing a recommended cash offer by Aptean Limited; Bioventix, a manufacturer and supplier of sheep monoclonal antibodies for global diagnostic applications, driven by strong interim results earlier in the year and Ixico, a pharma-focused data analytics and services business specialising in neurodegenerative diseases, after a strong trading update announcing contract wins and results expected to be materially ahead of expectations.

 

Detractors to performance were Netcall, a customer engagement software provider who issued a profit downgrade due to delayed contracts, LoopUp Group, a conference calling solutions provider following a profit warning due to lower activity in the existing customer base and Dods Group, a provider of business intelligence, conference and media services to the political, public sector and corporate markets, following a profit warning due to softer trading conditions in the UK driven by political uncertainty towards the end of 2018.

 

While we have seen valuation decreases in a number of the companies in our quoted portfolio we believe the drop in performance is largely due to market sentiment. We closely monitor our AIM portfolio with a rolling programme of independent reviews of top AIM holdings and broadly continue to be positive on the long-term investment prospects of these companies.

 

Divestments

 

Proceeds totalled £6.2 million during the year following three full and two partial realisations. Sanderson Group was fully realised following a takeover by Aptean Limited realising 2.7x cost while Crawshaw Group and Paragon Entertainment were written off for zero proceeds during the year. The opportunity to crystallise some profits was taken in two companies with proceeds of £2 million in Bioventix representing a 15.0x cost and a small realisation in STM Group realising 0.8x cost.

 

Collective Investment Vehicles

 

LF Gresham House UK Micro Cap Fund ("Micro Cap") had a negative return of 7 per cent over the year (2018, 19 per cent). At 30 September 2019, Baronsmead Second Venture Trust's cumulative £6.2 million investment was valued at £22.6 million. As at 30 September 2019, the Micro Cap fund held investments in 45 AIM-traded and main market listed companies.

 

The investment in LF Gresham House UK Multi Cap Income Fund ("Multi Cap") has had a modest increase of 1 per cent over the year. At 30 September 2019, Baronsmead Second Venture Trust's investment was valued at £3.0 million. At the year end the Multi Cap fund held investments in 41 AIM-traded and main market listed companies.

 

During the year Baronsmead Second Venture Trust plc invested £2.5 million in LF Gresham House UK Smaller Companies Fund ("Smaller Companies"). Since investment in June the fund has increased by 1 per cent. As at 30 September 2019, the Smaller Companies Fund had a portfolio of 39 AIM traded and Main market listed companies. The Investment Manager does not receive any additional fees from the Company for managing these investments.

 

Liquid assets (cash and near cash)

 

Baronsmead Second Venture Trust plc had cash and liquidity OEICs of approximately £29 million at the year-end. This asset class is conservatively managed to take minimal or no capital risk.

 

OUTLOOK

 

We anticipate further periods of market volatility during the remainder of 2019 and into 2020, given the wider political and macro-economic uncertainties. However, we continue to believe that in an uncertain market environment our focus on investing in a diverse portfolio of companies with strong fundamental attributes has the potential to outperform over the cycle.

 

Gresham House Asset Management Ltd

Investment Manager

22 November 2019

 

Investments in the year

 

Company

Location

Sector

Activity

Book cost

£'000

Unquoted investments

New

 

 

 

 

IWP Holdings Ltd

London

Business Services

Investment management advisory services

1,587

Vinoteca Ltd

London

Consumer Markets

Chain of wine bars / restaurants

1,054

Samuel Knight
International Ltd

Newcastle
Upon Tyne

Business Services

Global recruitment specialists

795

TravelLocal Ltd

London

Consumer Markets

Online travel agent specialising in tailor-made holidays

795

Cisiv Ltd

London

TMT

Pharmaceutical web-based software platform

789

Rainbird Technologies Ltd

Norfolk

TMT

Decision support software with a focus on professional services and the financial services sector

789

RockFish Group Ltd

Devon

Consumer Markets

Seafood restaurant chain

789

Tribe Digital Holdings Pty Ltd

London

TMT

Influencer marketing interface

788

Storyshare Holdings Ltd

London

TMT

Business App developer

605

Yappy Ltd

Manchester

Consumer Markets

Supplier of customisable pet products

530

Follow on

 

 

 

 

Custom Materials Ltd
(trading as Moteefe)

London

TMT

Retailer of customisable products

955

Your Welcome Ltd

London

TMT

Supplier of tablets and software for vacation rental properties

662

Equipsme (Holdings) Ltd

London

Business Services

SME Health Insurance Plans Provider

158

SilkFred Ltd

London

Consumer Markets

Online Fashion market place

141

Total unquoted investments

10,437

AIM-traded Investments

New

 

 

 

 

Diaceutics plc

Belfast

Healthcare & Education

Pharmaceutical data analytics and services

1,590

Entertainment AI plc

London

TMT

Provides automated platform for analysis and monetisation of video content

1,590

The Panoply Holdings plc

London

TMT

Information technology services company operating in the digital transformation sector

660

Follow on

 

 

 

 

CloudCall Group plc

Leicestershire

TMT

Cloud based telephony platform

1,051

Collagen Solutions plc

London

Healthcare & Education

Develops and manufactures medical grade collagen

139

Access Intelligence plc

London

Business Services

Provider of corporate communications and reputation management software

83

Total AIM-traded investments

5,113

Total investments in the year

2,016†

 

 

 

  15,550

 

 

Realisations in the year

Company

 

First

investment

date

Original

book cost

£'000

 

Proceeds‡

£'000

Overall multiple

return*

Unquoted realisations

 

 

 

 

 

Create Health Ltd

Trade sale

Mar 13

679

6,017

3.6

Kirona Ltd

Trade sale

Dec 14

1,303

5,308

3.1

Symphony Ventures Ltd

Trade sale

Aug 17

1,925

4,280

2.4

Upper Street Events Ltd

Trade sale

Dec 14

2,329

1,471

0.7

Armstrong Craven Ltd

Loan repayment

Jun 13

740

1,142

1.7

IP Solutions Ltd

Trade sale

Dec 14

1,690

165

0.4

 CMME Group Ltd

Loan note restructure

Apr 15

1,198

0

0.0

Total unquoted realisations

9,864

18,383

 

AIM-traded realisations

 

 

 

 

 

Sanderson Group plc

Take over

Dec 04

1,324

3,568

2.7

Bioventix plc

Market sale

Jun 13

164

2,449

15.0

STM Group plc

Market sale

Mar 08

289

232

0.8

Crawshaw Group plc

Write Off

Jul 14

835

0

0.0

Paragon Entertainment Ltd

Write Off

Dec 11

1,020

0

0.0

Total AIM-traded realisations

3,632

6,249

 

Total realisations in the year

13,496

24,632

 

∆Residual book cost at realisation date.

‡ Proceeds at time of realisation including interest.                                                                                         * Includes interest/dividends received, loan note redemptions and partial realisations accounted for in prior periods.

† Deferred consideration of £24,000 was received in respect of Eque2 which had been sold in a prior period.

 

Ten Largest Investments

 

The top ten investments by current value at 30 September 2019 illustrate the diversity of investee companies within the portfolio. For consistency across the top ten and based on guidance from the AIC, data extracted from the last set of published audited accounts is shown in the tables below. However, this may not always be representative of underlying financial performance for several reasons. Published accounts lodged at Companies House are out of date and the Manager works from up to date management accounts and has access to draft but unpublished annual audited accounts prepared by the companies. In addition, pre-tax profit in statutory accounts is often not a representative indicator of underlying profitability as it can be impacted by, for example, deductions of non-cash items such as amortisation that relate to investment structures rather than operating performance.

1.Carousel Logistics Ltd - Sittingbourne

Unquoted

http://www.carousel.eu 

 

All funds managed by Gresham House

First investment: October 2013

Total original cost: £4,245,000

Total equity held: 26.7%

 

Baronsmead Second Venture Trust only

Original cost: £2,336,000

Valuation: £9,812,000

Valuation basis: Earnings Multiple

Income recognised in the year: £205,000

% of equity held: 14.7%

Voting rights: 15.8%

 

Year ended 31 December

 

2018

2017

 

£ million

£ million

Sales:

38.5

31.8

Pre-tax profits:

(1.6)

0.0

Net Assets:

2.3

1.8

No. of Employees:

124

128

 

(Source: Carousel Logistics Holdings Limited, Annual Report and Financial Statement 31 December 2018.)

 

2.Ideagen Plc - Nottinghamshire

Quoted

www.ideagen.com 


All funds managed by Gresham House†

First investment: January 2013

Total original cost: £3,000,000

Total equity held: 5.0%

 

Baronsmead Second Venture Trust only

Original cost: £1,650,000

Valuation: £8,950,000

Valuation basis: Bid Price

Income recognised in the year: £16,000

% of equity held: 2.8%

Voting rights: 2.8%

 

 

Year ended 30 April

 

2019

2018

 

£ million

£ million

Sales:

46.7

36.1

Pre-tax profits:

1.4

1.4

Net Assets:

73.7

50.5

No. of Employees:

451

375

 

Source: Ideagen plc, Annual Report & Accounts, 30 April 2019.

† Excludes collective investment vehicles

 

3. Happy Days Consultancy Ltd - Cornwall

Unquoted

www.happydaysnurseries.com 

 

All funds managed by Gresham House

First investment: April 2012

Total original cost: £7,600,000

Total equity held: 57.2%

 

Baronsmead Second Venture Trust only

Original cost: £4,180,000

Valuation: £6,144,000

Valuation basis: Earnings Multiple

Income recognised in the year: £Nil

% of equity held: 31.5%

Voting rights: 19.4%

 

Year ended 31 December

 

2018

2017

 

£ million

£ million

Sales:

9.8

8.0

Pre-tax profits:

(1.9)

(2.2)

Net Assets:

(8.2)

(6.5)

No. of Employees:

371

336

 

Source: H. Days Holdings Ltd, Annual Report and Financial Statements 31 December 2018

 

 

4. Bioventix Plc - Surrey

Quoted

www.bioventix.com 


All funds managed by Gresham House†

First investment: June 2013

Total original cost: £711,000

Total equity held: 5.3%

 

Baronsmead Second Venture Trust only

Original cost: £391,000

Valuation: £5,517,000

Valuation basis: Bid Price

Income recognised in the year: £256,000

% of equity held: 2.9%

Voting rights: 2.9%

 

Year ended 30 June

 

2019

2018

 

£ million

£ million

Sales:

9.3

8.0

Pre-tax profits:

7.0

6.9

Net Assets:

10.8

11.0

No. of Employees:

16

15

 

Source: Bioventix plc, Annual Report and Financial Statements 30 June 2019

† Excludes collective investment vehicles

 

5.Pho Holdings Ltd - London

Unquoted

www.phocafe.co.uk  
 

All funds managed by Gresham House

First investment: July 2012

Total original cost: £4,402,000

Total equity held: 28.6%

 

Baronsmead Second Venture Trust only

Original cost: £2,422,000

Valuation: £5,391,000

Valuation basis: Earnings Multiple

Income recognised in the year: £Nil

% of equity held: 15.8%

Voting rights: 15.8%

 

Year ended 25 February

 

2018*

2017**

 

£ million

£ million

Sales:

30.5

25.9

Pre-tax profits:

(1.0)

0.0

Net Assets:

3.5

4.5

No. of Employees:

605

540

 

 

 

Source: Pho 2012 Ltd, Directors' Report and Financial Statements 25 February 2018.

* 52 week Period ended 25 February 2018.

**52 week Period ended 26 February 2017.

 

 

6.Cerillion PLC - London

Quoted

www.cerillion.com 
 

All funds managed by Gresham House

First investment: November 2015

Total original cost: £4,000,000

Total equity held: 17.8%

 

Baronsmead Second Venture Trust only

Original cost: £2,200,000

Valuation: £4,979,000

Valuation basis: Bid Price

Income recognised in the year: £133,000

% of equity held: 9.8%

Voting rights: 9.8%

 

Year ended 30 September

 

2018

2017

 

£ million

£ million

Sales:

17.4

16.0

Pre-tax profits:

1.8

2.0

Net Assets:

14.4

13.8

No. of Employees:

189

171

 

Source: Cerillion plc, Annual Report and Accounts 30 September 2018.

 

 

7.Glide Ltd - Somerset

Unquoted

www.glidegroup.co.uk           

 

All funds managed by Gresham House

First investment: May 2007

Total original cost: £5,000,000

Total equity held: 8.1%

 

Baronsmead Second Venture Trust only

Original cost: £2,500,000

Valuation: £4,892,000

Valuation basis: Earnings Multiple

Income recognised in the year: £Nil

% of equity held: 4.0%

Voting rights: 4.0%

 

Year ended 31 January           

 

2019

2018'

 

£ million

£ million

Sales:

52.3

11.1

Pre-tax profits:

(15.1)

(4.2)

Net Assets:

(56.1)

(40.5)

No. of Employees:

278

235

 

Source: Glide Topco Ltd, Report and Financial Statements 31 January 2019.

* 3 month period ended 31 January 2018.

 

 

8. Ten10 Group Ltd - London

Unquoted

www.ten10.com 


All funds managed by Gresham House

First investment: February 2015

Total original cost: £4,237,000

Total equity held: 20.8%

 

Baronsmead Second Venture Trust only

Original cost: £2,331,000

Valuation: £4,185,000

Valuation basis: Earnings Multiple

Income recognised in the year: £777,000

% of equity held: 11.4%

Voting rights: 10.3%

 

Year ended 30 April

 

2019

2018

 

£ million

£ million

Sales:

24.9

20.8

Pre-tax profits:

(0.4)

(2.2)

Net Assets:

(0.1)

0.6

No. of Employees:

22.8

195

 

Source: Ten10 Group Limited, Annual Report and Financial Statements 30 April 2019

 

9. Inspired Energy Plc - Lancaster

Quoted

www.inspiredenergy.co.uk 


All funds managed by Gresham House

First investment: November 2011

Total original cost: £1,437,000

Total equity held: 6.4%

 

Baronsmead Second Venture Trust only

Original cost: £861,000

Valuation: £4,133,000

Valuation basis: Bid Price

Income recognised in the year: £178,000

% of equity held: 3.8%

Voting rights: 3.8%

 

Year ended 31 December

 

2018

2017

 

£ million

£ million

Sales:

32.7

26.4

Pre-tax profits:

4.2

3.0

Net Assets:

45.3

24.6

No. of Employees:

332

257

 

Source: Inspired Energy plc, Annual Report and Accounts 2018.

 

10. Netcall Plc - Hertfordshire

Quoted

www.netcall.com


All funds managed by Gresham House†

First investment: July 2010

Total original cost: £4,354,000

Total equity held: 17.2%

 

Baronsmead Second Venture Trust only

Original cost: £2,616,000

Valuation: £3,994,000

Valuation basis: Bid Price

Income recognised in the year: £78,000

% of equity held: 10.3%

Voting rights: 10.3%

 

Year ended 30 June

 

2019

2018

 

£ million

£ million

Sales:

22.9

21.2

Pre-tax profits:

0.8

0.0

Net Assets:

21.9

21.5

No. of Employees:

230

217

 

Source: Netcall Plc, Annual Report and Accounts, 30 June 2019.

† Excludes collective investment vehicles.

 

Principal Risks & Uncertainties

 

The Board has included below details of the principal risks & uncertainties facing the Company and the appropriate measures taken in order to mitigate these risks as far as practicable.

 

Principal Risk

Context

Specific risks

Possible impact

Mitigation

Loss of approval as a Venture Capital Trust

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.

The loss of VCT status would result in shareholders who have not held their shares for the designated holding period having to repay the income tax relief they had already obtained and future dividends and gains would be subject to income tax and capital gains tax.

The Board maintains a safety margin on all VCT tests to ensure that breaches are very unlikely to be caused by unforeseen events or shocks. The Investment Manager monitors all of the VCT tests on an ongoing basis and the Board reviews the status of these tests on a quarterly basis. Specialist advisors audit the tests on a bi-annual basis and report to the Audit Committee on their findings.

Legislative

VCTs were established in 1995 to encourage private individuals to invest in early stage companies that are considered to be risky and therefore have limited funding options. In return, the state provides these investors with tax reliefs which fall under the definition of state aid.

A change in government policy regarding the funding of small companies or changes made to VCT regulations to comply with EU State Aid rules could result in a cessation of the tax reliefs for VCT investors or changes to the reliefs that make them less attractive to investors.

The Company might not be able to maintain its asset base leading to its gradual decline and potentially an inability to maintain either its buy back or dividend policies.

The Board and the Investment Manager engage on a regular basis with HMT and industry representative bodies to demonstrate the cost benefit of VCTs to the economy in terms of employment generation and taxation revenue. In addition, the Board and the Investment Manager have considered the options available to the Company in the event of the loss of tax reliefs to ensure that it can continue to provide a strong investment proposition for its shareholders despite the loss of tax reliefs.

Investment performance

The Company invests in small, mainly UK based companies, both unquoted and quoted. Smaller companies often have

limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals and hence tend to be riskier than larger businesses.

Investment in poor quality companies with the resultant risk of a high level of failure in the portfolio.

Reduction in both the capital value of investors shareholdings and in the level of income distributed.

The Company has a diverse portfolio where the cost of any one investment is typically less than 5 per cent of NAV thereby limiting the impact of any one failed investment. The Investment Management team has a strong and consistent track record over a long period. . The Investment Manager undertakes extensive due diligence procedures on every new investment and reviews the portfolio composition maintaining a wide spread of holdings in terms of financing stage and industry sector.

Economic, political and other external factors

Whilst the Company invests in predominantly UK businesses,

it relies heavily on Europe as one of its largest trading partners. This, together with the increase in globalisation, means that economic unrest and shocks in other jurisdictions, as well as in the UK, can impact on UK companies, particularly smaller ones that are more vulnerable to changes in trading conditions. In addition the potential impact of leaving the European Union remains uncertain.

 

Events such as fiscal policy changes, Brexit, economic recession, movement in interest or currency rates, civil unrest, war or political uncertainty or pandemics can adversely affect the trading environment for underlying investments and impact on their results and valuations.

Reduction in the value of the Company's assets with a corresponding impact on its share price may result in the loss of investors through buybacks and may limit its ability to pay dividends.

The Company invests in a diversified portfolio of companies across a number of industry sectors which provides protection against shocks as the impact on individual sectors can vary depending upon the circumstances. In addition, the Manager uses a limited amount of bank gearing in its investments which enables its investments to continue trading through difficult economic conditions. The Company always maintains healthy cash balances so that it can support portfolio companies with further investment should the investment case support it. The Board reviews the make up and progress of the portfolio each quarter to ensure that it remains appropriately diversified and funded.

Regulatory & Compliance

The Company is authorised as a self-managed Alternative Investment Fund Manager ("AIFM") under the Alternative Investment Fund Managers Directive ("AIFMD") and is also subject to the Prospectus and Transparency Directives. It is required to comply with the Companies Act 2006 and the UKLA listing Rules.

Failure of the Company to comply with any of its regulatory or legal obligations could result in the suspension of its listing by the UKLA and/or financial penalties and sanction by the regulator or a qualified audit report.

The Company's performance could be impacted severely by financial penalties and a loss of reputation resulting in the alienation of shareholders, a significant demand to buy back shares and an inability to attract future investment. The suspension of its shares would result in the loss of its VCT taxation status and most likely the ultimate liquidation of the Company.

The Board and the Investment Manager employ the services of leading regulatory lawyers, sponsors, auditors and other advisers to ensure the Company complies with all of its regulatory obligations. The Board has strong systems in place to ensure that the Company complies with all of its regulatory responsibilities. The Investment Manager has a strong compliance culture and employs dedicated compliance specialists within its team who support the Board in ensuring that the Company is compliant.

Operational

The Company relies on a number of third parties, in particular the Investment Manager, to provide it with the necessary services such as registrar, sponsor, custodian, receiving agent, lawyers and tax advisers.

The risk of failure of the systems and controls of any of the Company's advisers leading to an inability to service shareholder needs adequately, to provide accurate reporting and accounting and to ensure adherence to all VCT legislation rules.

Errors in shareholders records or shareholdings, incorrect marketing literature, non-compliance with listing rules, loss of assets, breach of legal duties and inability to provide accurate reporting and accounting all leading to reputational risk and the potential for litigation.

The Board has appointed an Audit Committee who, along with the external auditors, review the internal control (ISAE3402) and/or internal audit reports from all significant third party service providers, including the Investment Manager, on a bi-annual basis to ensure that they have strong systems and controls in place including Business Continuity Plans. The Board regularly reviews the performance of its service providers to ensure that they continue to have the necessary expertise and resources to provide a high class service and always where there has been any changes in key personnel or ownership.

 

The financial risks faced by the Company are covered within the notes to the Financial Statements below.

 

Extract from the Strategic Report

 

Applying the Business Model

 

This section of the Strategic Report sets out the practical steps that the Board has taken in order to apply the business model, achieve the investment objective and adhere to the investment policy. The investment policy is designed to ensure that the Company continues to qualify, and is approved, as a VCT by HM Revenue and Customs.

 

Investing in the Right Companies

Investments are primarily made in companies which are substantially based in the UK, although many of these investees may have some trade overseas. Investments are selected in the expectation that the application of private equity disciplines, including an active management style for unquoted companies, will enhance value and enable profits to be realised from planned exits.

 

The Board has delegated the management of the investment portfolio to Gresham House. The Manager has adopted a 'top-down, macro economic and sector-driven' approach to identifying and evaluating potential investment opportunities, by assessing a forward view of firstly the broader business environment, then the sector and finally the specific potential investment opportunity.

 

Based on its research, the Manager has selected a number of sectors that it believes will offer attractive growth prospects and investment opportunities. Diversification is also achieved by spreading investments across different asset classes and making investments for a variety of different periods.

 

The Manager's Review above provides a review of the investment portfolio and of market conditions during the year, including the main trends and factors likely to affect the future development, performance and position of the business.

 

Risk is spread by investing in a number of different businesses within different qualifying industry sectors using a mixture of securities. The maximum the Company will invest in a single company (including a collective investment vehicle) is 15 per cent of its investments by value of its investments calculated in accordance with Section 278 of the Income Tax Act 2007 (as amended) ("VCT Value"). The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of its suitability for sale.

 

The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities and permitted non qualifying investments as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks or preferred shares, while AIM-traded investments are primarily held in ordinary shares. Pending investment in VCT qualifying investments, the Company's cash and liquid funds are held in permitted non qualifying investments.

 

VCTs are required to comply with a number of different regulations and the Company has appointed PricewaterhouseCoopers ("PwC") as VCT Tax Status Advisers to advise it on compliance with VCT requirements. PwC reviews new investment opportunities, as appropriate, and regularly reviews the investment portfolio of the Company. PwC works closely with the Manager and reports directly to the Board.

 

Environmental, Human Rights, Employee, Social and Community Issues

The Company seeks to conduct its affairs responsibly and the Manager is encouraged to consider environmental, human rights, social and community issues, where appropriate, with regard to investment decisions.

 

The Company is required, by company law, to provide details of environmental (including the impact of the Company's business on the environment), employee, human rights, social and community issues; including information about any policies it has in relation to these matters and the effectiveness of these policies. The Company does not have any employees and as a result does not maintain specific policies in relation to these matters.

 

As a signatory to the UN-supported Principles for Responsible Investment, Gresham House is committed to operating responsibly and sustainably, and believes its strategy of taking the long view in delivering sustainable investment solutions will continue to be a growing factor in the strength of its market position.

 

Gresham House has an Environmental, Social and Governance ("ESG") policy. The six principles of the Gresham House policy are:

 

1)         Encourage a work environment which values and respects all employees.

2)         Adopt a responsible and ethical approach to governance.

3)         Incorporate ESG considerations into all investment analysis and decision-making processes where relevant.

4)         Ensure Group-wide awareness of ESG issues and compliance with the Group ESG policy.

5)         Promote awareness and adoption of ESG considerations.

6)         Inform our investors of this ESG policy and provide them with information on our approach to ESG issues.

 

Within the Strategic Equity division of Gresham House, our investment teams judge sound corporate governance to be a significant factor in a company's ability to create and sustain long-term shareholder value. ESG considerations are integrated into our investment processes. Gresham House supports the UK Stewardship Code and complies with its guidelines regarding proxy voting and engagement. Gresham House is currently undertaking a review looking at how it can further integrate ESG considerations across all aspects of the investment lifecycle. As part of that, Gresham House is implementing tailored versions of its overarching policy for each asset class. Within those policies it is looking at how its approach to Sustainable Investing will contribute towards the UN Sustainable Development Goals alongside improvements to the reporting and engagement with investee companies on the subjects of governance, social impact, the environment and climate change.

Global Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013, including those within its underlying investment portfolio.

 

Gender Diversity

The Board of Directors of the Company comprises four male Directors and one female Director.

 

Appointment of the Manager

The Board expects the Manager to continue to deliver a performance which meets the objective of achieving long-term investment returns, including tax free dividends. A review of the Company's performance during the financial year, the position of the Company at the year end and the outlook for the coming year is contained within the Chairman's Statement above. The Board assesses the performance of the Manager in meeting the Company's objective against the KPIs.

 

The management agreement

Under the management agreement, the Manager receives a fee of 2.5 per cent per annum of the net assets of the Company. In addition, the Manager is responsible for providing all secretarial, administrative and accounting services to the Company for an additional fee. The Manager has appointed Link Alternative Fund Administrators Limited to provide these services to the Company on its behalf. The Company is responsible for paying the fee charged by Link Alternative Fund Administrators Limited to the Manager in relation to the performance of these services.

 

Annual running costs are capped at 3.5 per cent of the net assets of the Company (excluding any performance fee payable to the Manager and irrecoverable VAT), any excess being refunded by the Manager by way of an adjustment to its management fee. The running cost as at 30 September 2019 was 2.7 per cent.

 

The management agreement may be terminated at any date by either party giving 12 months' notice of termination and, if terminated, the Manager is only entitled to the management fees paid to it and any interest due on unpaid fees.

 

Performance fees

A performance fee is payable to the Manager when the total return on net proceeds of the ordinary shares exceeds 8 per cent per annum (simple). To the extent that the total return exceeds the threshold over the relevant period then a performance fee of 10 per cent of the excess will be paid to the Manager. The amount of any performance fee which is paid in an accounting period is capped at 5 per cent of net assets.

 

No performance fee is payable for the year to 30 September 2019 (2018: £nil).

 

Management retention

The Board is keen to ensure that the Manager continues to have one of the best investment teams in the VCT and private equity sector. A VCT incentive scheme was introduced in November 2004 under which members of the Manager's investment team invest their own money into a proportion of the ordinary shares of each eligible unquoted investment made by the Baronsmead VCTs. The Board regularly monitors the VCT incentive scheme arrangements but considers the scheme to be essential in order to attract, retain and incentivise the best talent. The scheme is in line with current market practice in the private equity industry and the Board believes that it aligns the interests of the Manager with those of the Baronsmead VCTs.

Executives have to invest their own capital in every eligible unquoted transaction and cannot decide selectively which investments to participate in. In addition, the VCT incentive scheme only delivers a return after each VCT has realised a priority return built into the structure. The shares held by the members of the VCT incentive scheme in any portfolio company can only be sold at the same time as the investment held by the Baronsmead VCTs is sold. Any prior ranking financial instruments, such as loan stock, held by the Baronsmead VCTs have to be repaid in full together with the agreed priority annual return before any gain accrues to the ordinary shares. This ensures that the Baronsmead VCTs achieve a good priority return before profits accrue to the VCT incentive scheme.

 

Prior to January 2017, executives participating in the VCT incentive scheme subscribed jointly for a proportion (12 per cent) of the ordinary shares (but not the prior ranking financial instruments) available to the Baronsmead VCTs in each eligible unquoted investment. The level of participation was increased from 5 per cent in 2007 when the Manager's performance fee was reduced from 20 per cent to its current level of 10 per cent. With effect from January 2017, an additional limb was added to the VCT incentive scheme to accommodate the increasing number of "permanent equity" investments being made by the Baronsmead VCTs. "Permanent equity'' investments are those in which the Baronsmead VCTs hold a relatively lower proportion of prior ranking instruments (if any at all) and a higher proportion of permanent equity or ordinary shares. This means that there are fewer prior ranking instruments yielding a priority return for the Baronsmead VCTs before any gain accrues to the ordinary shares, hence this additional limb to create a hurdle described below. The cut off to define a "permanent equity'' investment is one where permanent equity is greater than 25 per cent of the total or where permanent equity is greater than £250,000.

 

Under the terms of the amended VCT incentive scheme, in circumstances where the Baronsmead VCTs hold a sufficient number of prior ranking financial instruments (a "Traditional Structure"), the terms are identical to those set out above. However, in circumstances where the Baronsmead VCTs make a "permanent equity" investment, the executives participating in the incentive scheme are required to co-invest pari passu alongside the Baronsmead VCTs for a proportion (currently 0.75 per cent) of all instruments available to the Baronsmead VCTs and they also receive an option over a further proportion (currently 12 per cent) of the ordinary shares available to the Baronsmead VCTs. The ordinary shares can only be sold and the option can only be exercised by the scheme participants when the investment held by the Baronsmead VCTs is sold. The option exercise price has a built in hurdle rate to ensure that the options are only "in the money" if the Baronsmead VCTs achieve a good return (equivalent to the priority return they would have to achieve prior to any value accruing to the ordinary shares in a Traditional Structure).

 

Since the formation of the scheme in 2004, 82 executives have invested a total of £1,033,000 in 67 companies. At 30 September 2019, 42 of these investments have been realised generating proceeds of £338,000,000 for the Baronsmead VCTs and £18,000,000 for the VCT incentive scheme. For Baronsmead Second Venture Trust the average money multiple on these 42 realisations was 1.8 times cost. Had the VCT incentive shares been held instead by the Baronsmead VCTs, the extra return to shareholders would have been the equivalent of 4.1p a share over 15 years (based on the current number of shares in issue). The Board considers this cost to retain quality people to be in the best interests of shareholders.

 

Advisory and Directors' fees

During October and November 2018, Livingbridge VC LLP received £Nil (2018: £16,000) advisory fees, £62,000 (2018: £356,000) directors' fees for services provided to companies in the investment portfolio and incurred abort costs of £50,000 (2018: £42,000) with respect to investments attributable to Baronsmead Second Venture Trust plc.

 

For the remainder of the year, Gresham House Asset Management Ltd received £121,000 (2018: £Nil) advisory fees, £232,000 (2018: £Nil) directors' fees for services provided to companies in the investment portfolio and incurred abort costs of £26,000 (2018: £Nil) with respect to investments attributable to Baronsmead Second Venture Trust plc.

 

Alternative Investment Fund Manager's Directive ("AIFMD")

The AIFMD regulates the management of alternative investment funds, including VCTs. On 22 July 2014 the Company was registered as a Small UK registered Alternative Investment Fund Manager under the AIFMD.

 

Viability Statement

In accordance with principle 21 of the Association of Investment Companies Code of Corporate Governance ("AIC Code"), the Directors have assessed the prospects of the Company over the three year period to 30 September 2022. This period is used by the Board during 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 we request from the Manager and the estimated time line for finding, assessing and completing investments.

 

In making this statement the Board carried out a robust assessment of the principal risks facing the Company, including those that might threaten its business model, future performance, solvency, or liquidity. The Directors have considered the ability of the Company to comply on an ongoing basis with the conditions for maintaining VCT approval status.

 

The Board also considered the ability of the Company to raise finance and deploy capital. Their assessment took account of the availability and likely effectiveness of the mitigating actions that could be taken to avoid or reduce the impact of the underlying risks, and the large listed portfolio that could be liquidated if necessary.

 

This review has considered the principal risks as outlined above. The Board concentrated its efforts on the major factors which affect the economic, regulatory and political environment. The Board also paid particular attention to the importance of its close working relationship with the Manager, Gresham House.

 

The Directors have also considered the company's income and expenditure projections and find these to be realistic and sensible.

Based on the Company's processes for monitoring costs, share price discount, the Manager's compliance with the investment objective, policies and business model, asset allocation and the portfolio risk profile, 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 30 September 2022.

Returns to Investors

 

Dividend policy

The Board will decide the annual dividends each year and the level of the dividends will depend on investment performance, the level of realised returns and available liquidity. The dividend policy guidelines below are not binding and the Board retains the ability to pay higher or lower dividends relevant to prevailing circumstances. However, the Board confirms the following two guidelines that shape its dividend policy:

·      The Board will, wherever possible, seek to pay two dividends to Shareholders in each calendar year, typically an interim in September and a final dividend following the AGM in February/March; and

·      The Board will use, as a guide, when setting the dividends for a financial year, a sum representing 7 per cent of the opening NAV of that financial year.

 

Shareholder choice                                                                                                                                      The Board wishes to provide shareholders with a number of choices that enable them to utilise their investment in Baronsmead Second Venture Trust in ways that best suit their personal investment and tax planning and in a way that treats all shareholders equally.

·      Fund raising | From time to time the Company seeks to raise additional funds by issuing new shares at a premium to the latest published net asset value to account for costs. The Company currently has an Offer open to raise up to £20 million.

·      Dividend Reinvestment Plan | The Company offers a Dividend Reinvestment Plan which enables shareholders to purchase additional shares through the market in lieu of cash dividends. Approximately 2,235,000 shares were bought in this way during the year to 30 September 2019.

·      Buy back of shares | From time to time the Company buys its own shares through the market in accordance with its share price discount policy. Subject to certain conditions, the Company seeks to maintain a mid-share price discount of approximately 5 per cent to net asset value where possible. However, shareholders should note this discount may widen during the periods of market volatility.

·      Secondary market | The Company's shares are listed on the London Stock Exchange and can be bought using a stockbroker or authorised share dealing service in the same way as shares of any other listed company. Approximately 229,000 shares were bought by investors in the Company's existing shares in the year to 30 September 2019.

 

 

On behalf of the Board

John Davies

Chairman

22 November 2019

 

Extract of the Directors Report

 

Shares and Shareholders

 

Share capital

 

During the year, the Company bought back a total of 5,064,941 ordinary shares to be held in Treasury, representing 2.04 per cent of the issued share capital as at 30 September 2019, with an aggregate nominal value of £506,494.10. The total amount paid for these shares was £3,985,433.29. The Company's remaining authority to buy back shares from the AGM held in 2019 is 26,738,756. During the year, there were

970,000 ordinary shares sold from Treasury.

 

Since the year end, on the 10 October 2019, the Company bought back 523,908 Ordinary Shares at a price of 74.0 pence to be held in Treasury. On 21 November 2019 the Company allotted 11,596,119 new ordinary shares pursuant to the offer for subscription set out in the prospectus published on 4 October 2019. These new shares were allotted at a price of 78.90 pence per share, representing 4.4 per cent of the issued share capital following the allotment with an aggregate nominal value of 1,159,611.9, raising a further £9,149,933 of new funds (before expenses).

 

As at the date of this report the Company's issued share

capital was as follows:

 

Share

Total

% of
Shares in issue

Nominal Value

In issue

259,616,447

100

£25,961,644.7

Held in Treasury

20,917,063

8.06

£2,091,706.3

In circulation

238,699,384

91.94

£23,869,938.4

 

The maximum number of shares held in Treasury during the year was 20,713,155. Shares will not be sold out of Treasury at a discount wider than the discount at which the shares were initially bought back by the Company.

 

Shareholders

Each 10p ordinary share entitles the holder to attend and vote at general meetings of the Company, to participate in the profits of the Company, to receive a copy of the Annual Report & Financial Statements and to a final distribution upon the winding up of the Company.

 

There are no restrictions on voting rights, no securities carry special rights and the Company is not aware of any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights. There are no agreements to which the Company is party that may affect its control following a takeover bid.

 

In addition to the powers provided to the Directors under UK company law and the Company's Articles of Association, at each AGM the shareholders are asked to authorise certain powers in relation to the issuing and purchasing of the Company's own shares. Details of the powers granted at the AGM held in 2019, all of which remain valid, can be found in the previous Notice of AGM.

 

The Board is not, and has not been throughout the year, aware of any beneficial interests exceeding 3 per cent of the total voting rights.

 

Dividends

The Company has paid or declared the following dividends for the year to 30 September 2019:

 

Dividends

£'000

Interim dividend of 3.0p per ordinary

share paid on 27 September 2019

6,819

Final dividend of 3.5p per ordinary share to be paid on 6 March 2020

7,967*

Total dividends paid for the year

14,786

* Calculated on shares in issue as at 30 September 2019.

 

Subject to shareholder approval at the AGM, a final dividend of 3.5p per share will be paid to shareholders on the register at 7 February 2020.

 

Annual General Meeting

The notice of the AGM of the Company to be held at 11.00am on 27 February 2020 at Saddlers' Hall, 40 Gutter Lane, London EC2V 6BR will be sent to shareholders and will be available on the Company's website.

 

Directors

 

Appointments

The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association and the Companies Act 2006. Further details in relation to the appointed Directors and the governance arrangements of the Board can be found in the Corporate Governance Statement in the full Annual Report.

 

Directors are entitled to a payment in lieu of three months' notice by the Company for loss of office in the event of a takeover bid.

 

Directors' indemnity

Directors' and Officers' liability insurance cover is in place in respect of the Directors. The Company's Articles of Association provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgement is given in their favour by the Court.

 

Save for such indemnity provisions in the Company's Articles of Association and in the Directors' letters of appointment, there are no qualifying third party indemnity provisions in force.

 

Conflicts of Interest

The Directors have declared any conflicts or potential conflicts of interest to the Board of Directors which has the authority to approve such situations. The Company Secretary maintains the Register of Directors' Conflicts of Interests which is reviewed quarterly by the Board. Directors advise the Company Secretary and the Board as soon as they become aware of any conflicts of interest. Directors who have conflicts of interest do not take part in discussions which relate to any of their conflicts.

 

Financial Instruments

The Company's financial instruments comprise equity and fixed interest investments, cash balances and liquid resources including debtors and creditors that arise directly from its operations such as sales and purchases awaiting settlement and accrued income. The financial risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in note 3.3 of the accounts.

 

Responsibility for accounts

The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

 

Going Concern

After making enquiries, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. The going concern assumption assumes that the Company will maintain its VCT status with HMRC. In arriving at this conclusion the Directors have also considered the liquidity of the Company and its ability to meet obligations as they fall due for a period of at least 12 months from the date that these financial statements were approved. As at 30 September 2019, the Company held cash balances and investments in readily realisable securities with a value of £28.5 million. Cash flow projections have been reviewed and show that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the share buyback programme and dividend policy. The Company has no external loan finance in place and therefore is not exposed to any gearing or covenants.

 

The Directors have chosen to include their report on global greenhouse emissions in the Strategic Report under the section on environmental, human rights, employee, social and community issues.

 

Listing Rule Disclosure

The Company confirms that there are no items which require disclosure under the listing rule 9.4R in respect of the year ended 30 September 2019.

 

By Order of the Board

Gresham House Asset Management Ltd

Secretary

5 New Street Square

London

EC4A 3TW

 

22 November 2019

 

Statement of Directors' Responsibilities in respect of the Annual Report and the Financial Statements

 

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 they have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

 

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 of 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 estimates that are reasonable and prudent;

·      state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements

·      assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

·      use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

 

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 its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

 

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Responsibility Statement of the directors in respect of the annual financial report

 

We confirm that to the best of our knowledge:

 

·      the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company taken as a whole; and

 

·      the Strategic Report/Directors' Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

 

We consider the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

 

On behalf of the Board

John Davies

Chairman

22 November 2019

 

NON-STATUTORY ACCOUNTS

 

The financial information set out below does not constitute the Company's statutory accounts for the periods ended 30 September 2018 and 2019 but is derived from those accounts. Statutory accounts for 2018 have been delivered to the Registrar of Companies, and those for 2019 will be delivered in due course. The Auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditors 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 Auditors' report can be found in the Company's full Annual Report and Accounts at www.baronsmeadvcts.co.uk 

 

Income Statement

 

For the year ended 30 September 2019

 

 

Year ended

30 September 2019

Year ended

30 September 2019

 

 

Notes

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

(Losses)/gains on investments

2.3

-

(14,442)

(14,442)

-

10,601

10,601

Income

2.5

3,258

-

3,258

5,634

-

5,634

Investment management fee

2.6

(1,079)

(3,236)

(4,315)

(1,221)

(3,662)

(4,883)

Other expenses

2.6

(695)

-

(695)

(649)

-

(649)

Profit/(loss) before taxation

 

1,484

   (17,678)

(16,194)

3,764

6,939

10,703

Taxation

2.9

(41)

41

-

(240)

240

-

Profit/ (loss) for the year, being total comprehensive income for the year

 

1,443

  (17,637)

 (16,194)

3,524

7,179

10,703

Return per ordinary share:

 

 

 

 

 

 

 

Basic and diluted

2.2

0.64p

(7.87p)

(7.23p)

1.63p

3.32p

4.95p

 

All items in the above statement derive from continuing operations.

 

There are no recognised gains and losses other than those disclosed in the Income Statement.

 

The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the realised and unrealised profit or loss on investments and the proportion of the management fee charged to capital.

 

The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS") 102. The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued in November 2014 and updated in January 2017 and February 2018 by the Association of Investment Companies ("AIC SORP").

 

 

Statement of Changes in Equity

 

For the year ended 30 September 2019

 

 

 

 

 

 

 

 

Notes

Non-distributable reserves

Distributable Reserves

 

Called-up share capital

£'000

Share

premium   £'000

Revaluation

Reserve

£'000

Capital

reserve £'000

Revenue

reserve

£'000

Total

£'000

At 1 October 2018

 

23,279

20,080

47,205

105,243

3,583

199,390

(Loss)/profit on ordinary activities after taxation

 

-

-

(21,713)

4,076

1,443

(16,194)

Net proceeds of share issues, share buybacks & sale of shares from treasury

 

1,523

11,111

-

(3,283)

-

9,351

Dividends paid

2.4

-

-

-

(13,720)

(3,451)

(17,171)

At 30 September 2019

24,802

31,191

25,492

92,316

1,575

175,376

There were no share premium cancellation costs in the 2019 year.

 

 

For the year ended 30 September 2018

 

 

Notes

Non-distributable reserves

Distributable Reserves

 

Called-up

share capital

£'000

Share

premium

£'000

Revaluation

reserve

£'000

Capital

reserve

£'000

Revenue

reserve

£'000

 

Total

£'000

At 1 October 2017

 

20,904

-

38,412

125,783

1,590

186,689

Profit/(loss) on ordinary activities after taxation

 

-

-

8,793

(1,614)

3,524

10,703

Share premium cancellation costs

 

-

-

-

3

-

3

Net proceeds of share issues, share buybacks & sale of shares from treasury

 

 

2,375

20,080

-

(4,085)

-

18,370

Dividends paid

2.4

-

-

-

(14,844)

(1,531)

(16,375)

At 30 September 2019

 

 

23,279

20,080

47,205

105,243

3,583

199,390

 

Balance Sheet

As at 30 September 2019

 

Notes

As at

30 September

2019

£'000

As at

30 September

2018

£'000

Fixed assets

 

 

 

Investments

2.3

166,104

199,392

 

 

 

 

Current assets

 

 

 

Debtors

2.7

406

322

Cash at bank

 

10,992

1,096

 

 

11,398

1,418

Creditors (amounts falling due within one year)

2.8

(2,126)

(1,420)

Net current assets/(liabilities)

 

9,272

(2)

Net assets

 

175,376

199,390

Capital and reserves

 

 

 

Called-up share capital

3.1

24,802

23,279

Share premium

3.2

31,191

20,080

Capital reserve

3.2

92,316

105,243

Revaluation reserve

3.2

25,492

47,205

Revenue reserve

3.2

1,575

3,583

Equity shareholders' funds

2.1

175,376

199,390

NAV per share

 

 

 

- Basic and diluted

2.1

77.05p

92.10p

 

The Financial Statements were approved by the board of Directors of Baronsmead Second Venture Trust plc on 25 November 2019 and were signed on its behalf by:

 

John Davies

Chairman

 

 

Statement of Cash Flows

For the year ended 30 September 2019

 

 

Year ended

30 September 2019

£'000

Year ended

30 September

2018

£'000

Cash flows from operating activities

 

 

Investment income received

3,411

5,568

Deposit interest received

-

6

Investment management fees paid

(4,465)

(4,803)

Other cash payments

(710)

(669)

Merger costs paid

-

(61)

Net cash (outflow)/inflow from operating activities

(1,764)

41

Cash flows from investing activities

 

 

Purchases of investments

(17,175)

(38,005)

Disposals of investments

36,896

36,578

Net cash inflow/(outflow) from investing activities

19,721

(1,427)

Equity dividends paid

(17,171)

(16,375)

Net cash inflow/(outflow) before financing activities

786

(17,761)

Cash flows from financing activities

 

 

Net proceeds of share issues, share buybacks & sale of shares from treasury

9,110

18.369

Net costs from merger

-

(6)

Share premium cancellation costs

-

(21)

Net cash inflow from financing activities

9,110

18,342

Increase in cash

9,896

581

 

 

 

Reconciliation of net cash flow to movement in net cash

 

 

Increase in cash

9,896

581

Opening cash position

1,096

515

Closing cash at bank and on deposit

10,992

1,096

 

 

 

Reconciliation of (loss)/profit before taxation to net cash (outflow)/inflow from operating activities

 

 

(Loss)/profit before taxation

(16,194)

10,703

Losses/(gains) on investments

14,442

(10,601)

Decrease/(increase) in debtors

154

(62)

(Decrease)/increase in creditors

(162)

1

Written off expenses from merger

(4)

-

Net cash (outflow)/inflow from operating activities

(1,764)

41

 

Notes to the Financial Statements

For the year ended 30 September 2019

 

We have grouped notes into sections under three key categories:

1. Basis of preparation

2. Investments, performance and shareholder returns

3. Other required disclosures

 

The key accounting policies have been incorporated throughout the Notes to the Financial Statements adjacent to the disclosure to which they relate. All accounting policies are included within an outlined box.

 

1.    Basis of Preparation

1.1  Basis of accounting

 

These Financial Statements have been prepared under FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and in accordance with the Statement of Recommended Practice ("SORP") for investment trust companies and venture capital trusts issued by the Association of Investment Companies ("AIC") in November 2014 and updated in January 2017 and February 2018 and on the assumption that the Company maintains VCT status with HMRC.

 

The application of the Company's accounting policies requires judgement, estimation and assumption about the carrying amount of assets and liabilities. These estimates and associated assumption are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

After making the necessary enquiries, including those made during the preparation of the viability statement in the Strategic Report, the Directors believe that it is reasonable to expect that the Company will continue to be able to meet its liabilities as and when they fall due for a period of at least 12 months, therefore it is appropriate to apply the going concern basis in preparing the financial statements.

 

 

 

2.    Investments, Performance and Shareholder Returns

2.1 NAV per share

 

 

Number

of ordinary shares

Net asset value per share attributable

Net asset value
attributable

 

30 September 2019

number

30 September 2018

number

30 September 2019

pence

30 September 2018

pence

30 September 2019

£'000

30 September 2018

£'000

Ordinary shares (basic)

227,627,173

216,492,975

77.05

92.10

175,376

199,390

 

 

2.2  Return per share

 

Weighted average number of ordinary shares

Return per

ordinary share

Net profit/ (loss) after taxation

 

30 September 2019

number

30 September 2018

number

30 September 2019

pence

30 September 2018

pence

30 September 2019

£'000

30 September 2018

£'000

Revenue

224,063,666

216,041,017

0.64

1.63

1,443

3,524

Capital

224,063,666

216,041,017

(7.87)

3.32

(17,637)

7,179

Total

 

 

(7.23)

4.95

(16,194)

10,703

 

2.3  Investments

 

The Company has fully adopted sections 11 and 12 of FRS 102.

 

Purchases or sales of investments are recognised at the date of transaction at present value.

 

Investments are subsequently measured at fair value through Profit and Loss. For AIM-traded securities this is either bid price or the last traded price, depending on the convention of the exchange on which the investment is traded.

 

In respect of collective investment vehicles, which consists of investments in open ended investment companies authorised in the UK, this is the closing price.

 

In respect of unquoted investments, these are valued at fair value by the Directors using methodology which is consistent with the International Private Equity and Venture Capital Valuation guidelines ("IPEV").

 

Judgements

The key judgements in the fair valuation process are:

 

i) The Manager's determination of the appropriate application of IPEV guidelines to each unquoted investment;

 

ii) The Directors' consideration of whether each fair value is appropriate following detailed review and challenge. The judgement applied in the selection of the methodology used for determining the fair value of each unquoted investment can have a significant impact upon the valuation.

 

Estimates

 

The key estimate in the Financial Statements is the determination of the fair value of the unquoted investments. This estimate is key as it significantly impacts the valuation of the unlisted investments at the balance sheet date. The fair valuation process involves estimates using inputs that are unobservable (for which market data is unavailable). Fair value estimates are

cross-checked to alternative estimation methods where possible to improve the robustness of the estimate. As the valuation outcomes may differ from the fair value estimates a price sensitivity analysis is provided in Other Price Risk Sensitivity in note 3.3 below. The risk of an over or underestimation of fair values is greater when methodologies are applied using more subjective inputs.

 

Assumptions

 

The determination of fair value for unquoted investments involves key assumptions dependent upon the valuation methodology used. The primary methodologies applied are:

 

i) Rebased Cost

                                                                                                                 ii) Earnings Multiple

                                                                                                               iii) Offer Less 10 per cent

 

The Earnings Multiple approach involves more subjective inputs than the Rebased Cost and Offer approaches and therefore presents a greater risk of over or under estimation. Rebased cost approach involves holding the investment at the price set in the latest available funding round.

 

The key assumptions for the Multiples approach are that the selection of comparable companies on which to determine earnings multiple (chosen on the basis of their business characteristics and growth patterns) and using either historic or forecast revenues (as considered most appropriate) provide a reasonable basis for identifying relationships between enterprise value and growth to apply in the determination of fair value. Other assumptions include the appropriateness of the discount magnitude applied for reduced liquidity and other qualitative factors. The assumption of offer less 10 per cent is in line with our internal valuation methodology.

 

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. Transaction costs on acquisition are included within the initial recognition and the profit or loss on disposal is calculated net of transaction costs on disposal.

 

The nature of the unquoted portfolio currently will influence the valuation technique applied. The valuation approach recognises that, as stated in the IPEV Guidelines, the price of a recent investment, if resulting from an orderly transaction, generally represents fair value as at the  transaction date and may be an appropriate starting point for estimating fair value at subsequent measurement dates. However, consideration is given to the facts and circumstances as at the subsequent measurement date, including changes in the market or performance of the investee company. Milestone analysis is used where appropriate to incorporate the operational progress of the investee company into the valuation. Additionally, the background to the transaction must be considered. As a result, various multiples based techniques are employed to assess the valuations particularly in those companies with established revenues. All valuations are cross-checked for reasonableness by employing relevant alternative techniques.

 

 

All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement. The details of which are set out above.

 

The methods of fair value measurement are classified into a hierarchy based on reliability of the information used to determine the valuation.

 

·      Level 1 - Fair value is measured based on quoted prices in an active market.

·      Level 2 - Fair value is measured based on directly observable current market prices or indirectly being derived from market prices.

·      Level 3 - Fair value is measured using a valuation technique that is not based on data from an observable market.

 

 

 

Year ended

30 September 2019

£'000

Year ended

30 September 2018

£'000

Level 1

 

 

Investments traded on AIM

63,807

89,504

Level 2

 

 

 

Investments traded on AIM

7,749

-

Collective investment vehicles

45,618

57,896

Level 3

 

 

 

Unquoted investments

48,930

51,992

 

166,104

199,392

 

 

 

Level 1

Level 2

Level 3

 

 

Traded on AIM

£'000

Traded on AIM

£'000

Collective investment vehicles £'000

Unquoted £'000

Total

£'000

Opening book cost

69,749

-

43,525

38,913

152,187

Opening unrealised appreciation

19,755

-

14,371

13,079

47,205

Opening valuation

89,504

-

57,896

51,992

199,392

Movements in the year:

 

 

 

 

 

Transfers between levels

(6,770)

6,770

-

-

-

Purchases at cost

3,440

1,673

2,500

10,437

18,050

Sale - proceeds

(6,249)

-

(13,160)

(17,487)

(36,896)

- realised gains on sales

1,322

-

-

1,221

2,543

Unrealised gains realised during the year

656

-

-

4,072

4,728

Decrease in unrealised appreciation

(18,096)

(694)

(1,618)

(1,305)

(21,713)

Closing valuation

63,807

7,749

45,618

48,930

166,104

Closing book cost

62,148

8,443

32,865

37,156

140,612

Closing unrealised appreciation/(depreciation)

1,659

(694)

12,753

11,774

25,492

Closing valuation

63,807

7,749

45,618

48,930

166,104

Equity shares

63,807

7,749

-

23,990

95,546

Preference shares

-

-

-

948

948

Loan notes

-

-

-

23,992

23,992

Collective investment vehicles

-

-

45,618

-

45,618

Closing valuation

63,807

7,749

45,618

48,930

166,104

 

The gains and losses included in the above table have all been recognised in the Income Statement above.

 

2.4  Dividends

 

In accordance with FRS 102, dividends are recognised as a liability in the period in which they are declared.

 

 

 

Year ended

30 September 2019

Year ended

30 September 2018

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

For the year ended 30 September 2019

 

 

 

 

 

 

- Interim dividend of 3.0p per ordinary

share paid on 27 September 2019

-

6,819

6,819

-

-

-

For the year ended 30 September 2018

 

 

 

 

 

 

-First interim dividend of 4.5p per ordinary share paid on 8 March 2019

3,451

6,901

10,352

-

-

-

-Second interim dividend of 3.0p per ordinary share paid on 21 September 2018

-

-

-

326

6,191

6,517

For the year ended 30 September 2017

 

 

 

 

 

 

-Final divided of 4.5p per ordinary share paid on 2 February 2018

 

 

 

1,205

8,653

9,858

 

 

 

 

 

 

 

 

3,451

13,720

17,171

1,531

14,844

16,375

 

2.5  Income

 

Interest income on loan notes and dividends on preference shares are accrued on a daily basis. Provision is made against this income where recovery is doubtful.

 

Where the terms of unquoted loan notes only require interest or a redemption premium to be paid on redemption, the interest and the redemption premium is recognised as income once redemption is reasonably certain. Until such date interest is accrued daily and included within the valuation of the investment. When a redemption premium is designed to protect the value of the instrument holder's investment rather than reflect a commercial rate of revenue return the redemption premium

should be recognised as capital. The treatment of redemption premiums is analysed to consider if they are revenue or capital in nature on a company by company basis. A redemption premium of £74,000 was received in the year ended 30 September 2019.

 

Income from fixed interest securities and deposit interest is included on an effective interest rate basis.

Dividends on quoted shares are recognised as income when the related investments are marked ex-dividend and where no dividend date is quoted, when the Company's right to receive payment is established.

 

 

Year ended

30 September 2019

Year ended

30 September 2018

 

Quoted

securities

£'000

Unquoted

securities

£'000

Total

£'000

Quoted

securities

£'000

Unquoted

securities

£'000

Total

£'000

Income from investments†

 

 

 

 

 

 

Dividend income

1,184

84

1,268

1,250

-

1,250

Interest income

183

1,733

1,916

126

3,920

4,046

Redemption premium

-

74

74

-

332

332

 

1,367

1,891

3,258

1,376

4,252

5,628

Other income‡

 

 

 

 

 

 

Deposit interest

 

 

-

 

 

6

Total income

 

 

3,258

 

 

5,634

 

† All investments have been included at fair value through profit or loss on initial recognition, therefore all investment income arises on investments at fair value through profit or loss.

‡ Other income on financial assets not included at fair value through profit or loss.

 

2.6  Investment management fee and other expenses

 

All expenses are recorded on an accruals basis.

 

Management fees are allocated 25 per cent income and 75 per cent capital derived in accordance with the board's expected split between long term income and capital returns. Performance fees are allocated 100 per cent to capital.

 

 

Year ended

30 September 2019

Year ended

30 September 2018

 

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Investment management fee

1,079

3,236

4,315

1,221

3,662

4,883

Performance fee

-

-

-

-

-

-

 

1,079

3,236

4,315

1,221

3,662

4,883

 

The management agreement may be terminated by either party giving 12 months notice of termination.

 

The Manager, Gresham House, receives a fee of 2.5 per cent per annum of the net assets of the Company, calculated and payable on a quarterly basis. The collective investment vehicles, Micro Cap and Multi Cap, are also managed by Gresham House. Arrangements are in place to avoid the double charging of fees.

 

The Manager is entitled to a performance fee when the total return on net proceeds of the ordinary shares exceeds 8 per cent per annum (on a simple basis). The Manager is entitled to 10 per cent of the excess. The amount of any performance fee which is paid in respect of a calculation period shall be capped at 5 per cent of the shareholders' funds at the end of the calculation period. No performance fee is payable for the year ended 30 September 2019 (2018: £nil).

 

Other expenses

 

Year ended

Year ended

 

30 September

30 September

 

2019

2018

 

£'000

£'000

Directors' fees

122

118

Secretarial and accounting fees paid to the Manager

172

166

Remuneration of the auditors and their associates:

 

 

 - audit

28

29

 - other services supplied pursuant to legislation (interim review)

5

5

Merger costs

-

6

Other

368

325

 

695

649

 

Information on Directors' remuneration is given in the Directors' emoluments table in the Remuneration Report in the full Annual Report.

 

Charges for other services provided by the Auditors in the year ended 30 September 2019 were in relation to the interim review. The Audit Committee reviews the nature and extent of non-audit services to ensure that independence is maintained. The Directors consider that the Auditors were best placed to provide such services.

 

2.7  Debtors

 

 

As at

As at

 

30 September

30 September

 

2019

2018

 

£'000

£'000

Prepayments and accrued income

168

322

Amounts due from brokers

238

-

 

406

322

 

 

2.8  Creditors (amounts falling due within one year)

 

 

As at

As at

 

30 September

30 September

 

2019

2018

 

£'000

£'000

Management, secretarial and accounting fees due to the Manager

1,146

1,296

Amounts due to brokers

875

-

Other creditors

105

124

 

2,126

1,420

 

2.9  Tax

 

UK corporation tax payable is provided on taxable profits at the current rate.

 

Provision is made for deferred taxation, without discounting, on all timing differences and is calculated using substantively enacted tax rates.

 

This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted.

 

 

A reconciliation of the tax charge/(credit) to the profit/(loss) before taxation is shown below:

 

Year ended

Year ended

 

30 September 2019

30 September 2018

 

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Profit/ (loss) before taxation

1,484

(17,678)

(16,194)

3,764

6,939

10,703

Corporation tax at 19.0 per cent

(2018: 19.0 per cent)

282

(3,359)

(3,077)

715

1,319

2,034

Effect of:

 

 

 

 

 

 

Non-taxable gains

-

2,744

2,744

-

(2,014)

(2,014)

Non-taxable dividend income

(241)

-

(241)

(238)

-

(238)

Non-deductible expenses

-

-

-

1

-

1

Losses carried forward

-

574

574

(238)

455

217

Tax charge/(credit) for the period

41

(41)

-

240

(240)

-

 

At 30 September 2019 the Company had surplus management expenses of £13,588,622 (2018: £10,670,581) which have not been recognised as a deferred tax asset. This is because the Company is not expected to generate taxable income in a future year in excess of the deductible expenses of that future year and, accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus expenses. Due to the Company's status as a VCT, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.

 

3.    Other Required Disclosures

 

3.1  Called-up share capital

Allotted, called-up and fully paid:

 

 

 

Ordinary shares

£'000

232,791,189 ordinary shares of 10p each listed at 30 September 2018

23,279

15,229,139 ordinary shares of 10p each issued during the year

1,523

248,020,328 ordinary shares of 10p each listed at 30 September 2019

24,802

16,298,214 ordinary shares of 10p each held in treasury at 30 September 2018

(1,630)

5,064,941 ordinary shares of 10p each repurchased during the year and held in treasury

(506)

(970,000) ordinary shares of 10p each sold from treasury during the year

97

20,393,155 ordinary shares of 10p each held in treasury at 30 September 2019

(2,039)

277,627,173 ordinary shares of 10p each in circulation* at 30 September 2019

22,763

 

* Carrying one vote each.

 

The 15,229,139 ordinary shares were issued at an average price of 85.3p.

 

During the year, the Company bought back into treasury 5,064,941 ordinary shares, representing 2.2 per cent of the ordinary shares in issue at the beginning of the financial year. During the year, the Company also sold 970,000 shares from treasury.

 

Treasury shares

When the Company re-acquires its own shares, they are currently held as treasury shares and not cancelled.

 

Shareholders have authorised the board to re-issue treasury shares at a discount to the prevailing NAV subject to the following conditions:

·     It is in the best interests of the Company;

·     Demand for the Company's shares exceeds the shares available in the market;

·     A full prospectus must be produced if required; and

·     HMRC will not consider these 'new shares' for the purposes of the purchasers' entitlement to initial income tax relief.

 

3.2  Reserves

 

Gains and losses on realisation of investments of a capital nature are dealt with in the capital reserve. Purchases of the Company's own shares to be either held in treasury or cancelled are also funded from this reserve. 75 per cent of management fees are allocated to the capital reserve in accordance with the board's expected split between long term income and capital returns.

 

 

Distributable reserves

Capital

reserve

£'000

Revenue

reserve

£'000

Total

£'000

Share

premium

£'000

Revaluation

reserve*

£'000

Total

£'000

At 1 October 2018

105,243

3,583

108,826

20,080

47,205

67,285

Gross proceeds of share issues

-

-

-

11,468

-

11,468

Purchase of shares for treasury

(3,985)

-

(3,985)

-

-

-

Sale of shares from treasury

722

-

722

-

-

-

Expenses of share issues and buybacks

(20)

-

(20)

(357)

-

(357)

Reallocation of prior year unrealised gains

 

4,728

-

4,728

-

(4,728)

(4,728)

Realised gain on disposal of investments#

2,543

-

2,543

-

-

-

Net decrease in value of investments#

-

-

-

-

(16,985)

(16,985)

Management fee charged to capital#

(3,236)

-

(3,236)

-

-

-

Taxation relief from capital expenses#

41

-

41

-

-

-

Profit after taxation#

-

1,443

1,443

-

-

-

Dividends paid in the year

(13,720)

(3,451)

(17,171)

-

-

-

At 30 September 2019

92,316

1,575

93,891

31,191

25,492

56,683

 

* Changes in fair value of investments are dealt with in this reserve.

# The total of these items is £(16,194,000), which agrees to the total loss for the year

 

Distributable reserves may also include any net unrealised gains on investments whose prices are quoted in an active market and deemed readily realisable in cash.

 

 

Share premium is recognised net of issue costs.

 

 

The Company does not have any externally imposed capital requirements.

 

3.3 Financial instruments risks

 

The Company's financial instruments comprise equity and fixed interest investments, cash balances and liquid resources including debtors and creditors. The Company holds financial assets in accordance with its investment policy to invest in a diverse portfolio of UK growth businesses.

 

The Company's investing activities expose it to a range of financial risks. These key risks and the associated risk management policies to mitigate these risks are described below.

 

Market risk

Market risk includes price risk on investments and interest rate risk on investments and other financial assets and liabilities.

 

Price Risk

 

The investment portfolio is managed in accordance with the policies and procedures described in the Strategic Report.

 

Investments in unquoted companies, by their nature, usually involve a higher degree of risk than investments in companies quoted on a recognised stock exchange. The Company aims to mitigate these risks by diversifying the portfolio across business sectors and asset classes.

 

Investments in companies listed on the AIM market usually involve a higher risk than investments in larger companies quoted on a recognised stock exchange. The spread between the buying and selling price of such shares may be wide and the price used for valuation may be limited and many may not be achievable. The valuation of the Portfolios and opportunities for realisation of AIM-traded investments with the portfolios may also depend on stock market conditions.

 

The Company aims to reduce these risks by diversifying the portfolio across business sectors and asset classes. The Board monitors the portfolio on a quarterly basis.

 

Valuation methodology includes the application of earnings multiples derived from either listed companies with similar characteristics or recent comparable transactions. Therefore the value of the unquoted element of the portfolio may also indirectly be affected by price movements on the listed exchanges.

 

Price Sensitivity

The fair valuation of unquoted investments is influenced by the estimates, assumptions and judgements made in the fair valuation process (see note 2.3 above). A sensitivity analysis is provided below which recognises that the valuation methodologies employed involve different levels of subjectivity in their inputs. The sensitivity analysis below applied a wider range of input variable sensitivity to the earnings multiple method due to the increased subjectivity involved in the use of this method compared to the rebased cost method, which refers to the price of a recent investment.

 

 

Security

Valuation basis

Key Variable inputs

Fair Value £'000

Sensitivity %

Impact

£'000

 

Impact % of Net Assets

 

Rebased Cost

Latest funding round price

16,857

+/-10

1,686

+/-1.0

Unquoted

Earnings Multiple

Estimated sustainable earnings

Selection of comparable companies

Application of illiquidity discount

Probability estimation of Liquidation event*

 

 

 

32,074

 

 

 

+/-10

 

 

 

3,207

 

 

 

+/-1.8

 

Offer less 10%

Current offer price received for sale

Discount applied to offer

-

+/-10

-

-

Quoted AIM

Latest share price

N/A**

71,556

+/-10

7,156

+/-4.1

* A liquidation event is typically a company sale or an initial public offering (IPO).

** Latest share price is set by the market.

 

Interest rate risk

The Company has the following investments in fixed rate financial assets:

 

 

As at 30 September 2019

As at 30 September 2018

 

 

 

 

Total

investment

£'000

Weighted

average

interest

rate

%

Weighted

average

time for

which rate

is fixed years

 

 

Total

investment

£'000

Weighted

average

interest

rate

%

Weighted

average

time for

which rate

is fixed years

 

Fixed rate loan note securities

23,992

8.66

3.11

29,483

9.32

2.11

 

Floating rate sterling liquidity funds

17,530

-

-

30,690

-

-

 

Cash at bank and on deposit

10,992

-

-

1,096

-

-

 

 

52,514

 

61,269

 

 

                 

 

Movements in interest rates would not significantly affect net assets attributable to the Company's Shareholders and total profits due to the interest rate income received from floating rate notes being less than 1 per cent of total investment.

 

Credit risk

Credit risk refers to the risk that a counterparty will default on its obligation resulting to a financial loss to the Company. The Investment Manager monitors credit risk on an ongoing basis.

 

At the reporting date, the Company's financial assets exposed to credit risk amounted to the following:

 

 

As at

As at

 

30 September

31 September

 

2019

2018

 

£'000

£'000

Cash at bank and on deposit

10,992

1,096

Interest, dividends and other receivables

406

322

 

11,398

1,418

 

Credit risk on unquoted loan stock held within unlisted investments is considered to be part of market risk as disclosed earlier in the note.

 

Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Board monitors the quality of service provided by the brokers used to further mitigate this risk.

 

All the assets of the Company which are traded on a recognised exchange are held by JP Morgan Chase ("JPM"), the Company's custodian. The board monitors the Company's risk by reviewing the custodian's internal controls reports as described in the Corporate Governance section of the full Annual Report.

 

The cash held by the Company is held by JPM. The board monitors the Company's risk by reviewing regularly the internal control reports. Should the credit quality or the financial position of the bank deteriorate significantly the Investment Manager will seek to move the cash holdings to another bank.

 

There were no significant concentrations of credit risk to counterparties at 30 September 2019 or 2018. No individual investment in a portfolio company exceeded 5.6 per cent of the net assets attributable to the Company's shareholders at 30 September 2019 (2018: 4.9 per cent).

 

Liquidity risk

The Company's financial instruments include investments in unquoted companies which are not traded in an organised public market, all of which generally may be illiquid. AIM traded equity investments also carry a degree of liquidity risk. As a result, the Company may not be able to liquidate quickly some of its investments in these instruments at an amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of any particular issuer.

 

The Company's liquidity risk is managed on an ongoing basis by the Investment Manager. The Company's overall liquidity risks are monitored on a quarterly basis by the Board.

 

The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable and accrued expenses. At 30 September 2019 these investments were valued at £28,522,000 (2018: £31,786,000).

 

3.4 Investments in Associates

 

The Company has chosen not to rebut the presumption that the following holdings are investments in associates, owing to the proportion of equity held and representation on the board representing significant influence over the operations of the company. The investments held are held as part of an investment portfolio, and are therefore measured at fair value through profit and loss, as detailed in note 2.3 rather than using the equity method, as permitted by Section 14 of FRS 102:

 

Name

Location

Class of Shares held

% of Equity

 Profit (£m)

Net Assets (£m)

Results for year ended

Happy Days Consultancy

UK

A Ordinary

31.46

(1.9)

(8.2)

31 December 2018

Armstrong Craven

UK

A, B & C Ordinary

24.02

(0.2)

(0.1)

31 December 2018

 

 

 

 

 

 

 

 

3.5 Related parties

 

Related party transactions include Management, Secretarial, Accounting and Performance fees payable to the Manager, Gresham House, as disclosed in notes 2.6 and 2.8, and fees paid to the Directors along with their shareholdings as disclosed in note 2.6. In addition, the Manager operates a VCT incentive scheme, detailed in the Management retention section of the Strategic Report, whereby employees of the Manager are entitled to participate in all eligible unquoted investments alongside the Company.

 

During October and November 2018, Livingbridge VC LLP received £Nil (2018: £16,000) advisory fees, £62,000 (2018: £356,000) directors' fees for services provided to companies in the investment portfolio and incurred abort costs of £50,000 (2018: £42,000) with respect to investments attributable to Baronsmead Second Venture Trust plc.

 

For the remainder of the year, Gresham House Asset Management Ltd received £121,000 (2018: £Nil) advisory fees, £232,000 (2018: £Nil) directors' fees for services provided to companies in the investment portfolio and incurred abort costs of £26,000 (2018: £Nil) with respect to investments attributable to Baronsmead Second Venture Trust plc.

 

A related party relationship exists between Baronsmead Second Venture Trust plc and Happy Days Consultancy, owing to the significant influence held over the operations of the company. As at 30 September 2019, the loan balance stood at £6,072,000, including £2,381,000 of capitalised interest.

 

A related party relationship exists between Baronsmead Second Venture Trust plc and Armstrong Craven, owing to the significant influence held over the operations of the company. As at 30 September 2019, the loan balance stood at £973,000, including £97,000 of capitalised interest.

 

The Company also holds an investment in Gresham House plc, as part of its quoted portfolio. This investment was made in November 2014, prior to the change of investment manager. For further details on this please refer to the Full Investment Portfolio in the Appendices.

 

3.6 Segmental reporting

 

The Company has one reportable segment being investing in primarily a portfolio of UK growth businesses, whether unquoted or traded on AIM.

 

3.7 Post balance sheet events

 

The following events occurred between the balance sheet date and the signing of these financial statements:

·      12 million shares were issued on 21 November 2019 at an allotment price of 78.9p under the current offer

 

·      Three full realisations: CR7 Services, realising proceeds of £Nil and making a return of 0.0x cost; Brady, realising proceeds of £ 0.02 million and making a return of 0.0x cost; and APC Technology Group, realising proceeds of £0.03 million and making a return of 0.3x cost

 

·      Two partial realisations: STM Group, realising proceeds of £0.1 million and making a return of 0.8x cost; and Ideagen, realising proceeds of £2.3 million and making a return of 4.9x cost

 

·      One new investment, Funding Xchange, and two follow on investments, Storyshare Holdings & Tribe, completed totalling £ 1.2 million

 

·      Purchased 523,908 Ordinary Shares of 10p at a price of 74p per share to be held in Treasury.

 

National Storage Mechanism

A copy of the Annual Report and Financial Statements will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at:

http://www.morningstar.co.uk/uk/NSM

 

Corporate Information

 

Directors

John Davies (Chairman)†

Ian Orrock‡

Malcolm Groat*

Anthony Townsend

Sarah Fromson (appointed 1 October 2019)

 

Secretary

Gresham House Asset Management Ltd

 

Registered Office

5 New Street Square

London EC41 3TW

 

Investment Manager

Gresham House Asset Management Ltd

5 New Street Square

London EC41 3TW

0207 3875 9862

 

Registered Number

04115341

 

 

 

 

 

 

 

 

 

 

 

 

* Chairman of the Audit Committee

† Chairman of Management Engagement and Remuneration Committee, Chairman of the Nomination Committee

‡ Senior Independent Director

Registrars and Transfer Office

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

Tel: 0800 923 1533

 

Brokers

Panmure Gordon & Co

One New Change

London EC4M 9AF

Tel: 020 7886 2500

 

Auditors

KPMG LLP

Saltire Court

20 Castle Terrace

Edinburgh EH1 2EG

 

Solicitors

Dickson Minto W.S.

Broadgate Tower

20 Primrose Street

London EC2A 2EW

 

VCT Status Adviser

PricewaterhouseCoopers LLP

1 Embankment Place

London WC2N 6RH

 

Website

www.baronsmeadvcts.co.uk

 

 

END

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

 


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Annual Financial Report for the y/e 30/09/2019 - RNS