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Chrysalis VCT plc
Reports & Accounts for the year ended 31 October 2019
|Net asset value per share (“NAV”)||67.00||73.40|
|Cumulative dividends paid per share since launch *||90.70||83.45|
|Total Return (Net asset value per share plus cumulative dividends)||157.70||156.85|
|Dividends in respect of financial year|
|Interim dividend per share (paid 26 July 2019)||1.75||1.75|
|Special dividend per share (paid 26 July 2019)||2.25||3.00|
|Final proposed dividend per share||3.25||3.25|
|* Excludes final proposed dividend|
I am pleased to present my statement for the year ended 31 October 2019. During the year, we have continued to focus on the Company’s existing portfolio and, as expected, have had very limited new investment activity.
There were realisations totalling £1.4 million during the year from the non-qualifying fixed interest investments that matured. These proceeds were used to help fund the dividends of £2.1 million paid during the year and share buybacks which totalled £336,000 that were undertaken.
The Company’s net assets declined from £21.3 million to £19.1 million; and per share declined from 73.4p to 67.0p at 31 October 2019. However, Total Return (NAV plus cumulative dividends) increased by 0.85p per share as the portfolio showed a small gain. This now stands at 157.7p per share for those Shareholders that invested at the Company’s launch in 2000, compared to the original cost (net of tax relief) of 80.0p.
The Company’s investment portfolio is now highly concentrated and shareholder outcomes are therefore likely to be significantly influenced by the performance or corporate activity of individual investee companies. The Board continues to monitor such developments closely.
Subject to Shareholder approval at the forthcoming AGM, in line with the policy noted above, your Board is proposing to pay a final 2019 dividend of 3.25p per Share on 21 February 2020, to Shareholders on the register as at 31 January 2020.
Cash, fixed income and other listed investments
The Company held £3.3 million in cash and other listed investments at the year end.
As mentioned above, the two remaining fixed income investments were matured during the year generating proceeds of £1.4 million and a loss over opening value of £14,000. However, £38,000 of interest was received during the year.
Venture capital portfolio
At the year end, the Company held a portfolio of 18 venture capital investments, valued at £15.8 million.
As part of the year end processes, the Board has reviewed the valuations of the unquoted investments held and made a number of adjustments accordingly. Four investments fell in value and seven increased in value, while the remaining seven investment valuations remain materially unchanged from the previous year end.
The largest movements were as follows:
The Investment Manager’s Report gives a detailed overview of the portfolio activity during the year and of the main valuation movements.
Share buyback policy
The Company continues to operate a policy of buying in Shares that become available in the market at a discount of approximately 15% to the latest published NAV, subject to market conditions and any liquidity or regulatory restrictions. The Board feels that this level of discount remains appropriate in view of the characteristics of the Company’s investment portfolio and is pleased to note that the level of buybacks undertaken has been at a manageable level. The Board regularly reviews this policy and will make adjustments if it considers they are required.
During the year 572,000 shares were purchased and cancelled for a total sum of £336,000. All Shares were purchased at prices equivalent to discount of approximately 15% to the latest published NAV.
Any Shareholders wishing to either acquire more Shares, or to sell existing holdings in the Company, are recommended to contact the Company’s broker, Nplus1 Singer Capital Markets.
A minor amendment has been made to the Investment policy to remove fixed income securities from the scope of the policy. The Company no longer holds fixed income securities and they are no longer permitted under the VCT rules.
Annual General Meeting
The forthcoming AGM will be held at 6th Floor, St. Magnus House, 3 Lower Thames Street, London EC3R 6HD at 11:30 a.m. on 13 February 2020. Notice of the meeting is at the end of this document.
In previous statements I have made clear that the Board was actively examining the options facing the Company as a small VCT in the face of a rising cost base and a regulatory backdrop that did not necessarily favour the investment style of our Manager. Progress is being made in this regard. The Board remains mindful of the interests of Shareholders in managing their favourable tax position whilst not exposing them to unnecessary risk or cost.
INVESTMENT MANAGER’S REPORT
This has not been a vintage year for Chrysalis, although overall it has been a much better performance than some high-profile funds that have been investing in unquoted companies. Total return for Chrysalis shareholders for the year ended 31 October 2019 has been a disappointing 0.85p per share or 1.2%. However as mentioned last year, profits from investing in small private companies are rarely consistent and although the Company has now had 2 years of relatively low profits, the 10 year average return is still 4.99p per share which equates to an annual 6.0% tax-free return based on a net asset value per share of 82.9p, being the net asset value at the start of the 10 year period.
In the absence of any major exits the main factor influencing total return is the change in the value of our investee companies. This year most of the portfolio has seen only small changes in valuation, however, there have been two significant alterations.
Enthuse Holdings Limited (formerly MyTime Media) has made a transformational acquisition which has nearly doubled its size, and which presently seems to be a highly successful one, hence our valuation has increased by £869,000.
Locale Enterprise Limited, the Italian restaurant chain, unfortunately has not been immune to all the negative factors in the casual dining sector which have caused several well-known brands to get into financial difficulties. Therefore, although Locale Enterprise Limited is still profitable and generating cash we have reduced the valuation by £708,000.
On the investment front this has been a very quiet year for the Company with only one small follow on investment and no significant exits occurring during the year. Neither event, or lack of them, is particularly unexpected.
As previously mentioned last year we have become very cautious about investing under the new VCT rules. These new rules have forced the VCT industry to invest at a much earlier stage of a company’s development and in much more high-risk situations with little ability to “protect” the investment. This is not the type of investment the Company has traditionally made and virtually all the Company’s past successful investments would not have been allowed under the new rules.
We feel the only way to invest successfully in these circumstances is to adopt a portfolio approach by making a lot of new investments and having deep pockets to be able to follow your money over the inevitable multi-funding rounds in the belief that one or two successes will pay for the inevitable many failures. This requires available cash resources and a very different investment approach to that which we have adopted and successfully employed in the past. Accordingly, as the Chairman has mentioned, the Company is currently undertaking a strategic review to ascertain the best way forward for the fund.
The lack of any exits is also not unexpected.
The continuing uncertainty over Brexit including the setting and then extending two deadlines has provided the perfect excuse for prevarication. It seems that most sellers and buyers of small businesses consider that this is not an appropriate time to be selling or buying preferring to wait until there is a bit more clarity as to which direction the economy is going.
The current portfolio is however quite concentrated with the seven most valuable investments accounting for nearly 84% of the value of the fund (excluding cash) so just one or two exits would have a significant impact on the balance of the portfolio.
The lack of corporate activity does not mean that our investee companies have had a quiet year with most of them continuing to grow albeit generally at a smaller pace than we would like.
The final part of the new VCT rules came into force for the Company on 1 November 2019 which means that 80% of Chrysalis’ total investments (as defined by HMRC) must be in qualifying investments. In the absence of any new investments this means that the proceeds of any realisations will have to be returned to Shareholders.
Chrysalis VCT Management Limited
REVIEW OF INVESTMENTS
Portfolio of investments
The following investments, all of which are incorporated in England and Wales, were held at 31 October 2019:
|% of |
|Top ten venture capital investments|
|Coolabi Group Limited||3,456||5,144||-||26.9%|
|Enthuse Holdings Limited |
(formerly MyTime Media Holdings)
|Locale Enterprises Limited||2,513||1,711||(708)||9.0%|
|Driver Require Group Limited||520||1,205||(90)||6.3%|
|Cambridge Mechatronics Limited||366||1,172||(3)||6.1%|
|K10 (London) Limited||950||1,144||33||6.0%|
|Green Star Media Limited||650||730||79||3.8%|
|IX Group Limited||250||525||175||2.8%|
|Life’s Kitchen Limited||500||400||(100)||2.1%|
|Other venture capital investments|
|The Mission Marketing Group plc*||150||96||31||0.5%|
|The Kellan Group plc||320||1||-||0.0%|
|Art VPS Limited||358||-||-||0.0%|
|Fusion Catering Solutions Limited||75||-||-||0.0%|
|Total venture capital investments||11,160||15,824||329||82.8%|
|Other listed investments|
|Impact Healthcare REIT plc**||750||803||46||4.2%|
|Cash at bank and in hand||2,477||13.0%|
|Total investments and cash||19,104||100.0%|
All investments are unquoted unless otherwise stated.
* Quoted on AIM
** Listed and traded on the Main Market of the London Stock Exchange
Investment movements for the year ended 31 October 2019
|Venture capital investments|
|Life’s Kitchen Limited||100|
|Fixed interest investments|
|Intermediate Capital Group plc 7%||745||689||688||(57)||(1)|
|Lloyds Banking Group perpetual||724||739||726||2||(13)|
|Autocue Group Limited||-||-||1||1||1|
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Report of the Directors, the Strategic Report and the Directors’ Remuneration Report and the financial statements in accordance with applicable law and regulations. They are also responsible for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Conduct Authority.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions, to disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In addition, each of the Directors considers that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company’s position, performance, business model and strategy.
for the year ended 31 October 2019
|Gains on investments||-||362||362||-||534||534|
|Investment management fees||(86)||(259)||(345)||(97)||(292)||(389)|
|Performance incentive fees||-||-||-||-||(54)||(54)|
|Return on ordinary activities before tax||86||97||183||125||185||310|
|Tax on ordinary activities||(1)||1||-||(4)||13||9|
|Return attributable to equity Shareholders||85||98||183||121||198||319|
|Basic and diluted return per share||0.3p||0.3p||0.6p||0.4p||0.7p||1.1p|
All Revenue and Capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. The total column within the Income Statement represents the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards (“FRS 102”). There are no other items of comprehensive income. The supplementary revenue and capital return columns are prepared in accordance with the Statement of Recommended Practice issued in November 2014 (updated in February 2018) by the Association of Investment Companies (“AIC SORP”).
Other than revaluation movements arising on investments held at fair value through the profit or loss account, there were no differences between the return as stated above and historical cost.
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 October 2019
|At 1 November 2017||299||89||1,478||1,357||602||13,715||5,902||505||23,947|
|Total comprehensive income||-||-||-||-||-||(435)||633||121||319|
|Transfer between reserves*||-||-||-||(828)||354||1,227||(753)||-||-|
|Transactions with owners|
|Purchase of own Shares||(9)||9||-||-||(550)||-||-||-||(550)|
|At 31 October 2018||290||98||1,478||529||406||12,222||5,782||522||21,327|
|Total comprehensive income||-||-||-||-||-||(277)||375||85||183|
|Transfer between reserves*||-||-||-||-||(70)||203||(133)||-||-|
|Transactions with owners|
|Purchase of own Shares||(6)||6||-||-||(336)||-||-||-||(336)|
|At 31 October 2019||284||104||1,478||529||-||10,113||6,024||549||19,081|
* A transfer of £42,000 (2018: £722,000) representing previously recognised unrealised gains, transferred on disposal of investments during the year, has been made between the Capital Reserve – unrealised and the Capital Reserve – realised. A transfer of £175,000 (2018: £1,475,000) representing a permanent diminution in value, has been made between the Capital Reserve – unrealised and the Capital Reserve – realised. A transfer of £70,000 (2018: £354,000) representing realised losses on disposal of investments, plus capital expenses and capital dividends in the year was made between the Capital Reserve – realised and the Special reserve. A transfer of £nil (2018: £828,000) representing a disposal of an investment during the year has been made between the Special reserve and the Merger reserve.
at 31 October 2019
|Cash at bank and in hand||2,477||3,763|
|Creditors: amounts falling due within one year||(69)||(118)|
|Net current assets||2,454||3,747|
|Capital and reserves|
|Called up share capital||284||290|
|Capital redemption reserve||104||98|
|Capital reserve – realised||10,113||12,222|
|Capital reserve – unrealised||6,024||5,782|
|Total equity Shareholders’ funds||19,081||21,327|
|Net asset value per share||67.0p||73.4p|
STATEMENT OF CASH FLOW
for the year ended 31 October 2019
|Cash flow from operating activities|
|Profit on ordinary activities before taxation||183||319|
|Gains on investments||(362)||(534)|
|Decrease in debtors||55||78|
|Increase/(decrease) in creditors||9||(1)|
|Net cash outflow from operating activities||(115)||(138)|
|Cash flow from investing activities|
|Purchase of investments||(100)||-|
|Proceeds from disposal of investments||1,415||2,223|
|Net cash inflow from investing activities||1,315||2,223|
|Cash flow for financing activities|
|Equity dividends paid||(2,092)||(2,389)|
|Purchase of own Shares||(394)||(492)|
|Net cash outflow from financing activities||(2,486)||(2,881)|
|Decrease in cash||(1,286)||(796)|
|Net movement in cash|
|Beginning of the year||3,763||4,559|
|Net cash outflow||(1,286)||(796)|
|End of year||2,477||3,763|
NOTES TO THE ACCOUNTS for the year ended 31 October 2019
1. Accounting policies
Basis of accounting
The Company has prepared its financial statements under FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and in accordance with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” issued by the Association of Investment Companies (“AIC”) in November 2014 and revised in February 2018 (“SORP”) as well as the Companies Act 2006.
The financial statements have been prepared on a going concern basis and under historical cost convention, with the exception of investments which are designated as “fair value through profit or loss”.
The financial statements are presented in pounds sterling and rounded to thousands. The company’s functional and presentational currency is pounds sterling.
Presentation of Income Statement
To better reflect the activities of a Venture Capital Trust and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. Net revenue is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Part 6 of the Income Tax Act 2007.
Judgements in applying accounting policies and key sources of estimation uncertainty
Fixed asset investments
Investments are designated as “fair value through profit or loss” assets, upon acquisition, due to investments being managed and performance evaluated on a fair value basis. A financial asset is designated within this category if it is both acquired and managed with a view to selling after a period of time, in accordance with the Company’s documented investment policy. Investments held by the Company are treated as having been disposed of when the risks and rewards of ownership no longer accrue to the Company.
Of the Company’s assets measured at fair value, it is possible to determine their fair value within a reasonable range of estimates. The fair value of an investment upon acquisition is deemed to be cost. Thereafter, investments are measured at fair value in accordance with FRS 102 sections 11 and 12 together with the International Private Equity and Venture Capital Valuation Guidelines (“IPEV”).
Fixed income investments and investments quoted on AIM are measured using bid prices in accordance with the IPEV.
For unquoted investments, fair value is established using the IPEV. The valuation methodologies for unquoted entities used by the IPEV to ascertain the fair value of an investment are as follows:
The methodology applied takes account of the nature, facts and circumstances of the individual investment and uses reasonable data, market inputs, assumptions and estimates in order to ascertain fair value.
Where an investee company has gone into receivership, liquidation, or administration (where there is little likelihood of recovery), the loss on the investment, although not physically disposed of, is treated as being realised. Permanent impairments in the value of investments are deemed to be realised losses and held within the Capital Reserve - Realised.
Contingent or deferred consideration on the disposal of an investment is only recognised to extent that receipt is virtually certain.
Judgements in applying accounting policies and key sources of estimation uncertainty
Gains and losses arising from changes in fair value are included in the Income Statement for the year as a capital item and transaction costs on acquisition or disposal of the investment expensed.
Redemption premiums are reflected in the valuations of fixed asset investments.
It is not the Company’s policy to exercise controlling influence over investee companies. Therefore, the results of these companies are not incorporated into the Income Statement except to the extent of any income accrued. This is in accordance with the SORP and FRS 102 sections 14 and 15 that do not require portfolio investments to be accounted for using the equity method of accounting.
Dividend income from investments is recognised when the Shareholders’ rights to receive payment have been established, normally the ex-dividend date.
Interest income is accrued on a timely basis, by reference to the principal outstanding and at the effective interest rate applicable and only where there is reasonable certainty of collection.
All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the Income Statement, all expenses have been presented as revenue items except as follows:
The tax effects on different items in the Income Statement are allocated between capital and revenue on the same basis as the particular item to which they relate using the Company’s effective rate of tax for the accounting period.
Due to the Company’s status as a Venture Capital Trust and the continued intention to meet the conditions required to comply with Part 6 of the Income Tax Act 2007, no provision for taxation is required in respect of any realised or unrealised appreciation of the Company’s investments which arises.
Deferred taxation is not discounted and is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the accounts.
Other debtors and other creditors
Other debtors (including accrued income) and other creditors are included within the accounts at amortised cost. Where the recovery of previously accrued income is doubtful, corresponding provisions are considered and made.
2. Basic and diluted return per share
|Return per share based on:||£’000||£’000|
|Net revenue return for the financial year||85||121|
|Net capital gain for the financial year||98||198|
|Total return for the financial year||183||319|
|Weighted average number of Shares in issue||28,824,085||29,697,929|
As the Company has not issued any convertible securities or share options, there is no dilutive effect on return per share. The return per share disclosed therefore represents both the basic and diluted return per share.
3. Basic and diluted net asset value per Ordinary Share
Shares in issue
Net asset value
Net asset value
As the Company has not issued any convertible securities or share options, there is no dilutive effect on net asset value per share. The net asset value per share disclosed therefore represents both the basic and diluted value per share.
4. Principal Risks
The Board has carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity. The Board has ensured that there are policies in place for managing each of these risks. The principal financial risks faced by the Company, which include interest rate, investment price, credit and liquidity risks, are summarised within Note 15 of the financial statements.
Other principal risks faced by the Company have been assessed by the Board and grouped into the key categories outlined below:
The Company holds investments in unquoted and quoted UK businesses. Poor investment decisions or a lack of effective monitoring and management of investments could result in a reduction in the NAV of the Company.
The Investment Manager has significant experience in investing in unquoted UK companies and engage reputable and experienced advisers at each stage of the investment process. Furthermore, the Board regularly reviews the performance of the portfolio.
The Company, as a fully listed Company on the London Stock Exchange with a premium listing and as a Venture Capital Trust, operates in a complex regulatory environment and therefore faces related risks. A breach of the VCT Regulations could result in the loss of VCT status and consequent loss of tax reliefs currently available to Shareholders and the Company being subject to capital gains tax. Serious breaches of other regulations, such as the Listing Rules of the Financial Conduct Authority and the Companies Act, could lead to suspension from the Stock Exchange and damage to the Company’s reputation.
The Board receives quarterly reports from the Investment and Administration Managers, which monitor the compliance of these risks, and places reliance on them to give updates in the intervening periods. These policies have remained unchanged since the beginning of the financial year. Philip Hare & Associates LLP provides regular independent reviews of the Company’s VCT status, as well as advice on VCT compliance issues as and when they arise.
In order to further mitigate this risk, the Board monitors regulatory and legislative developments. The Company also has a strong compliance culture and systems in place to ensure that the Company complies with all of its regulatory requirements.
The Company relies on the Investment Manager, Administration Manager and other third parties to fulfil many of its operational requirements and duties. A provision of inferior services by one or more of these parties could lead to inadequate systems and controls or inefficient management of the Company, its assets and its reporting requirements.
The Company, the Investment Manager and the Administration Manager engage experienced and reputable service providers, the performance of which is reviewed on an annual basis by the Board. In addition, the Audit Committee reviews the Internal Control and Corporate Governance Manual on an annual basis.
Economic, political and other external factors
Fluctuations in the stock market due to Brexit uncertainty, economic recession or monetary policy could affect the valuations of quoted investee companies, even if such companies are performing to plan. The impact of this on the NAV of the Company is mitigated by the portfolio largely consisting of investments in unquoted companies.
Wider political and economic events also have the potential to impact the performance and therefore valuations of the unquoted companies in the portfolio as a result of a deterioration in business and consumer confidence. This is mitigated by holding a diversified portfolio of investments across a wide range of sector and subsectors.
5. Related party transactions
Chrysalis VCT Management Limited, a wholly owned subsidiary, provides investment management services to the Company for a fee of 1.65% of net assets per annum. During the year £345,000 (2018: £389,000) was payable to Chrysalis VCT Management Limited in respect of these fees. At the balance sheet date £nil (2018: £nil) of prepaid fees were included in debtors.
A performance incentive fee is payable to Chrysalis VCT Management Limited based on realisations from all investments excluding quoted loan notes, redemptions of loan notes in the normal course of business and other treasury functions. The performance incentive fee is the greater of 1% of the cash proceeds of any exit or 5% of the gain to the Company after all exit costs for investments made after 30 April 2004 reduced to 2.5% of investments made prior to 30 April 2004. During the year performance incentive fees of £43 (2018: £54,000) were due to Chrysalis VCT Management Limited. At the year-end, £nil (2018: £nil) was outstanding and payable.
Martin Knight holds a position of significant influence within Cambridge Mechatronics Limited, an investment held by the Company, and therefore abstains from discussions surrounding the valuation or investment decisions regarding the company.
ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The financial information set out in this announcement does not constitute the Company's statutory financial statements in accordance with section 434 Companies Act 2006 for the year ended 31 October 2019, but has been extracted from the statutory financial statements for the year ended 31 October 2019, which were approved by the Board of Directors on 13 December 2019 and will be delivered to the Registrar of Companies. The Independent Auditor's Report on those financial statements was unqualified and did not contain any emphasis of matter nor statements under s 498(2) and (3) of the Companies Act 2006.
The statutory accounts for the year ended 31 October 2018 have been delivered to the Registrar of Companies and received an Independent Auditors report which was unqualified and did not contain any emphasis of matter nor statements under s 498(2) and (3) of the Companies Act 2006.
A copy of the full annual report and financial statements for the year ended 31 October 2019 will be printed and posted to shareholders shortly. Copies will also be available to the public at the registered office of the Company at St. Magnus House, 3 Lower Thames Street, London EC3R 6HD and will be available for download from www.downing.co.uk
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