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Elderstreet VCT Plc   -  EDV   

Half-yearly report

Released 07:00 31-Dec-2018

Half-yearly report

Elderstreet Draper Esprit VCT plc

Half-Yearly Report for the six months ended 30 September 2018

Legal Entity Identifier: 2138003I9Q1QPDSQ9Z97

Recent performance summary

 30 Sept
2018
31 Mar
 2018
30 Jun
 2017
 PencePencePence
    
Net asset value per share60.157.561.6
Cumulative distributions paid per share99.099.097.5
Total return per share159.1156.5159.1

CHAIRMAN’S STATEMENT
I am pleased to present the Half-Yearly Report for the Company for the six months ended 30 September 2018.

The Company has been an active investor over the period, co-investing with Draper Esprit funds under the management arrangements that have been in place for the last two years.

 

Net asset value, results and dividends

At 30 September 2018, the Company’s Net Asset Value (“NAV”) per share stood at 60.1p, an increase of 2.6p or 4.6% since 31 March 2018.

The return on activities after taxation for the period was £1.6 million (June 2017: £75,000), comprising a revenue return of £262,000 (June 2017: £271,000) and a capital gain of £1.4 million (June 2017: capital loss of £196,000).

An interim dividend of 1.5p per share will be paid on 29 March 2019, to Shareholders on the register as at 8 March 2019.

Venture capital investments
Investment activity
During the period the Company made one follow-on and four new investments totalling £3.5 million.

The Company invested £912,000 in Endomagnetics Limited (trading as Endomag). Endomag has developed a minimally-invasive surgical guidance system, which can locate early-stage and impalpable tumours and help determine whether a cancer has spread. The system has been used in over 30,000 procedures across 300 hospitals in 30 countries and is the subject of 12 clinical publications, all confirming its efficacy compared with current standards.

£860,000 was invested in Pod Point Holding Limited, trading as Pod Point, a leading provider of electric vehicle charging points in the UK. The Company has manufactured and sold over 40,000 charging points to date, for installation at locations including Sainsbury’s, Gatwick Airport and Heathrow Airport. It has also recently announced a major partnership with Tesco and Volkswagen.

£793,000 in Evonetix Limited, a Company developing a DNA chip to accurately synthesise long sequences of DNA with high accuracy, eliminating the requirement for post-synthesis correction. The Company recently announced a partnership with LioniX International to enable DNA synthesis on a large scale.

£756,000 in IXL PremFina Limited, trading as PremFina, a business developing software solutions for insurance brokers to better connect them with their customers, whilst also facilitating the provision of “own-brand” premium finance.

A follow-on investment of £211,000 was made into Access Intelligence plc, a leading provider of communications and reputation management software. The VCT, along with other existing investors, partook in a further placing of shares in Access Intelligence plc, in order to fund further development of its Vuelio platform, which has more than 1,500 customers. As at the date of this report, the VCT had invested a further £340,000 in connection with a subsequent placing of shares, also alongside existing Shareholders. This additional capital is being used to fund the acquisition of Response Resource Limited, a company with a product which is complementary to Vuelio.

During the period the Manager presented a number of new investment opportunities to the Board, which have been approved and have subsequently completed or are expected to complete over the coming months. The Board has committed to four of these new deals, totalling £3 million, alongside Draper Esprit funds, and completion is subject to receiving HMRC approval. After the period end, funds have been committed to two further deals totalling £1.1 million.

Investment realisations
The Company made one partial realisation and two full realisations during the period, generating total proceeds of £694,000 and an overall gain over carrying value of £83,000.

The partial disposal was in respect of Fulcrum Utilities Limited. The majority of the VCT’s shareholding was acquired in July 2010, and as the share price has grown significantly since that time, the Board and Manager saw an opportunity to provide some further liquidity for the Company, whilst also realising a large profit on a relatively small proportion of the Company’s overall shareholding. The partial disposal generated proceeds of £633,000 and realised a profit over cost of £519,000.

Lyalvale Property Limited was dissolved during the period. As the VCT’s investment in the business had been valued at £nil as at 31 March 2018, the dissolution had no impact on the NAV during the period. The Company continues to hold an investment in Lyalvale Express Limited, which is discussed below.

The Company also realised its entire holding in Sparesfinder Limited, resulting in a gain over opening value of £27,000.

Investment valuations
At the period end, the Company held a portfolio of 28 venture capital investments, valued at £25.0 million.

The Board reviewed the valuation of the unquoted investments as at 30 September 2018 and adjustments have been made accordingly.

The investment in Street Team Software Limited (Verve), the operator of a peer-to-peer event marketing platform, was uplifted in value by £1.5 million as at 30 September 2018, following strong performance.

Lyalvale Express Limited, the leading producer of shotgun ammunition in the UK, was reduced in value by £1.1 million during the period. The valuation reduction is attributable to a decline in sales volumes for the period to October 2018, in light of volatility in the market for their product. Whilst the investment has been reduced in value, the revised valuation still represents an unrealised gain, over cost, of £941,000.

Furthermore, the VCT received dividend income of £168,000 from the company during the period.

The valuations of the quoted venture capital investments are driven by their prevailing market prices as at 30 September 2018. The most notable movement from 31 March 2018 was in relation to Access Intelligence plc. The company published several positive updates in the period, which has caused the share price to increase, resulting in a valuation uplift of £1.2m.

The portfolio as a whole generated a net valuation uplift of £1.6 million during the period. The Board and Manager are satisfied with this performance and believe that there are opportunities for further growth in the portfolio.

Fundraising

The Company launched an offer for subscription in December 2017, which closed on 31 May 2018 having raised gross proceeds of £3.9 million.

Share buybacks

The Company has a policy of buying in shares that become available in the market at approximately a 7.5% discount to the latest published Net Asset Value, subject to regulatory and liquidity constraints.

In line with this policy, during the period the Company purchased 795,000 shares for cancellation for an aggregate consideration of £435,000, equating to an average price of 54.7p per share.

Any Shareholders who are considering selling their Shares will need to use a stockbroker. Such Shareholders should ask their stockbroker to register their interest in selling their shares with Shore Capital, who act as the Company’s corporate broker.

Distributable reserves
In order to maintain the distributable reserves of the Company, the Board sought the approval of Shareholders, at the recent AGM, to cancel the balance on the Share Premium account. This process was formally completed in October 2018 and will be reflected in the Balance Sheet in Annual Report to 31 March 2019.

Outlook

This has been a busy period for the Company in terms of new investment activity. There are now a significant number of new young businesses in the portfolio which will require close monitoring and support to ensure that the successful ones are properly nurtured and, where it becomes clear that a business is unlikely to be successful, appropriate action is taken in a timely manner.

I look forward to updating Shareholders in the next Annual Report, which will be issued in July.

David Brock
Chairman

SUMMARY OF INVESTMENT PORTFOLIO as at 30 September 2018

  

 

Cost
 

 

Valuation
Valuation
movement
in period
% of
portfolio
by value
 £’000£’000£’000 
     
Top ten venture capital investments     
Fords Packaging Topco Limited2,4335,766- 13.8%
Access Intelligence plc*2,5444,4481,226 10.7%
Lyalvale Express Limited1,9152,856(1,048)6.8%
Street Team Software Limited1,2862,7361,450 6.6%
Fulcrum Utility Services Limited*3861,99445 4.8%
IESO Digital Health1,5001,500- 3.6%
Endomagnetics Limited912912- 2.2%
Pod Point Holding Limited860860- 2.1%
Evonetix Limited793793- 1.9%
IXL PremFina Limited756756- 1.8%
 13,38522,6211,673 54.3%
     
Other venture capital investments 12,7292,768(34)6.6%
     
 26,11425,3891,639 60.9%
     
Cash at bank and in hand 16,352 39.1%
     
Total investments 41,741 100.0%

All venture capital investments are unquoted unless otherwise stated.
* Quoted on AIM

SUMMARY OF INVESTMENT MOVEMENTS for the six months ended 30 September 2018

Additions

 £’000
  
Venture capital investments 
Endomagnetics Limited912
Pod Point Holding Limited860
Evonetix Limited793
IXL PremFina Limited756
Access Intelligence PLC *211
 3,532

* Quoted on AIM

Disposals

  

 

Cost
Value at
1 April
 2018
 

 

Proceeds
Profit
vs
 cost
Realised
(loss)/
gain
 £’000 £’000 £’000  £’000  £’000
      
Quoted investments     
Fulcrum Utilities Limited114576633519 56
      
Venture capital investments     
Sparesfinder Limited1043461(43)27
Lyalvale Property Limited300--(300)-
 4043461(343)27
      
 518610694176 83

UNAUDITED BALANCE SHEET
as at 30 September 2018

  30 Sept
2018
30 Jun
 2017
31 March
2018
 Note£’000£’000£’000
     
Fixed assets    
Investments 25,389 16,901 20,828 
     
Current assets    
Debtors 97 358 84 
Cash at bank and in hand 16,352 20,357 15,987 
  16,449 20,715 16,071 
     
Creditors: amounts falling due within one year (191)(192)(179)
     
Net current assets 16,258 20,523 15,892 
     
Net assets 41,647 37,424 36,720 
     
     
Capital and reserves    
Called up share capital73,463 3,035 3,194 
Capital redemption reserve9572 495 533 
Share premium925,625 19,776 22,054 
Merger Reserve91,828 1,828 1,828 
Special reserve9(928)1,722 452 
Capital reserve - unrealised96,993 2,432 5,515 
Capital reserve - realised94,019 8,115 3,331 
Revenue reserve975 21 (187)
     
Equity shareholders’ funds641,647 37,424 36,720 
     
Basic and diluted net asset value per share660.1p61.6p57.5p

UNAUDITED INCOME STATEMENT for the six months ended 30 September 2018

  

 

 
 Six months ended
30 Sept 2018
 Six months ended
30 Jun 2017
Period ended
31 March
2018
  RevenueCapitalTotalRevenueCapitalTotalTotal
 Note£’000£’000£’000£’000£’000£’000£’000
         
Income 491 - 491 470 - 470 673 
Gains/(losses) on investments        
  Realised - 84 84 - 740 740 406 
  Unrealised - 1,639 1,639 - (817)(817)(1,480)
  491 1,723 2,214 470 (77)393 (401)
         
Investment management fees (92)(275)(367)(58)(175)(233)(794)
Other expenses (137)(75)(212)(141)56 (85)(457)
         
Return on ordinary activities before tax 262 1,373 1,635 271 (196)75 (1,652)
         
Tax on total comprehensive income
and ordinary activities
 - - - - - - - 
         
Return attributable to equity shareholders4262 1,373 1,635 271 (196)75 (1,652)
         
Basic and diluted return per share40.4p2.0p2.4p0.7p(0.5p)0.2p(2.9p)

All Revenue and Capital items in the above statement are derived from continuing operations. The total column within the Income Statement represents the profit and loss account of the Company.

UNAUDITED STATEMENT OF CHANGES IN EQUITY for the six months ended 30 September 2018

 Called up
 Share
capital
Capital
Redemption
 reserve
Share
premium
Merger
 reserve
Special
 reserve
Capital
Reserve-
unrealised
Capital
 reserve-
realised
Revenue
 reserve
Total
 £’000£’000£’000£’000£’000£’000£’000£’000£’000
At 30 June 20173,035 49519,7761,8281,722 2,432 8,115 21 37,424 
Total comprehensive income- ---- (1,014)(534)(179)(1,727)
Transfer between reserves- ---(752)4,097 (3,749)404 - 
Transactions with owners         
Issue of new shares197 -2,278-- - - - 2,475 
Share Issue costs- ---(94)- - - (94)
Purchase of own shares(38)38--(424)- - - (424)
Dividends paid- ---- - (501)(433)(934)
At 31 March 20183,194 53322,0541,828452 5,515 3,331 (187)36,720 
Total comprehensive income- ---- 1,639 (266)262 1,635 
Transfer between reserves- ---(793)(161)954 - - 
Transactions with owners         
Issue of new shares308 -3,571-- - - - 3,879 
Share Issue costs- ---(153)- -  (153)
Purchase of own shares(39)39--(434)- - - (434)
Dividends paid- ---- - - - - 
At 30 September 20183,463 57225,6251,828(928)6,993 4,019 75 41,647 

UNAUDITED STATEMENT OF CASH FLOWS for the six months ended 30 September 2018

 Six months
ended
 30 Sept
2018
Six months
 ended
30 Jun
 2017
Period
ended
31 March
2018
 £’000£’000£’000
    
Cash flow from operating activities   
 1,635 75 (1,652)
(Gains)/Losses on investments(1,722)77 1,074 
Decrease/(increase) in debtors42 (15)258 
(Decrease)/increase in creditors(3)38 26 
    
Net cash (outflow)/inflow generated from operating activities(48)175 (294)
    
    
 (3,532)(475)(5,572)
 694 4,266 4,439 
    
Net cash (outflow)/inflow from investing activities(2,838)3,791 (1,133)
    
    
Proceeds from share issue3,879 15,517 17,992 
Share issue costs(193)(404)(498)
Purchase of own shares(435)(112)(536)
Equity dividends paid- (912)(1,846)
    
 Net cash inflow from financing activities3,251 14,089 15,112 
    
Increase in cash365 18,055 13,685 
    
Net movement in cash   
Beginning of period15,987 2,302 2,302 
Net cash inflow365 18,055 13,685 
End of period16,352 20,357 15,987 

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS for the six months ended 30 September 2018

1.  The unaudited half yearly results cover the six months to 30 September 2018 and have been prepared in accordance with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” revised January 2009 and in accordance with the accounting policies set out in the statutory accounts for the year ended 31 March 2018, which were prepared in accordance with the United Kingdom Generally Accepted Accounting Practice (United Kingdom accounting standards and applicable law), including Financial Reporting Standard 102, the financial reporting standard applicable in the UK and Republic of Ireland.

  1. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.
     
  2. The comparative figures are in respect of the six months ended 30 June 2017 and the fifteen months ended 31 March 2018 respectively.

4. Basic and diluted return per share

 Six
 months
 ended
30 Sept 2018
Six
 months
 ended
30 Jun 2017
Period
 ended
31 March
2018
    
Return per share based on:   
Net revenue gain for the period (£’000)262271 92 
    
Capital return per share based on:   
Net capital gain for the period (£’000)1,373(196)(1,744)
    
Weighted average number of shares69,412,61741,615,341 57,026,412 

5. Dividends

  Six months ended
30 September 2018

 
 Period ended
31 March
2018
 Per shareRevenueCapitalTotal Total
 pence£’000£’000£’000 £’000
Payable      
2019 Interim1.5p-1,0391,039 -
2018 Final1.5p2108291,039 -
  2101,8682,078 -
Paid in the period      
2018 Interim1.5p--- 934
2016 Final1.5p--- 912
  --- 1,846

6. Basic and diluted net asset value per share

 Six months
 ended
30 Sept 2018
Six months
 ended
30 Jun 2017
Period
Ended
31 Mar 2018
    
Net asset value per share based on:   
Net assets (£’000)42,64737,42436,720
    
Number of shares in issue at the period end69,249,11160,716,77863,884,554
    
Net asset value per share60.1p61.6p57.5p

7. Called up share capital

 Six months
 ended
30 Sept 2018
Six months
 ended
30 Jun 2017
Period
Ended
31 Mar 2018
    
Ordinary shares of 5p each   
Number of shares in issue at the period end69,249,11160,716,77863,884,554
    
Nominal value (£’000)3,4633,0353,194

During the period the Company allotted 6,159,557 Ordinary Shares of 5p each (“Ordinary Shares”) under an Offer for Subscription that launched in December 2017, at an average price of 60.5p per share. Gross proceeds received thereon were £3.9 million, with issue costs in respect of the offer amounting to £153,000.   

During the period, the Company purchased 795,000 shares for cancellation for an aggregate consideration of £435,000, at an average price of 54.7p per share (approximately equal to a 5.4% discount to the most recently published NAV at the time of purchase) and representing 1.2% of the share capital in issue as at 1 April 2018.

8. Investment commitments
Since the end of the tax year the VCT has committed to four new investments totalling £5 million as part of the co-investment agreement alongside Draper Esprit funds. Completion of these investments is contingent on receiving VCT clearance from HMRC. Two of these deals are in healthtech, one in fintech, and one in an affiliate marketing software business. Total funds committed by all parties involved in these four investment rounds was over £50 million.  

9. Reserves
The special reserve is available to the Company to enable the purchase of its own shares in the market without affecting its ability to pay dividends and allows the Company to write back realised capital losses arising on disposals and impairments.
Distributable reserves are calculated as follows:

 Six
months
ended
30 Sept
2018
Six
months
ended
30 Jun
2017
 

Period
ended
31 Mar
2018
 £’000£’000£’000
    
 Special reserve(928)1,722 452 
 Capital reserve - realised4,019 8,115 3,331 
 Revenue reserve76 21 (187)
 Merger reserve – distributable element423 423 423 
 Unrealised losses
  – excluding unrealised unquoted gains
288 (1,781)(788)
 3,878 8,500 3,231 

The Company has categorised its financial instruments using the fair value hierarchy as follows:

Level 1 Reflects financial instruments quoted in an active market (fixed interest investments, and investments in shares quoted on either the Main or AIM Markets);
Level 2 Reflects financial instruments that have prices that are observable either directly or indirectly; and
Level 3 Reflects financial instruments that use valuation techniques that are not based on observable market data (unquoted equity investments and loan note investments).

 Six months ended 30 Sept 2018 Period ended 31 Mar 2018
 Level 1Level 2Level 3Total Level 1Level 2Level 3Total
 £’000£’000£’000£’000 £’000£’000£’000£’000
          
AIM quoted shares6,019-3676,386 5,332-1815,513
Loan notes--1,2301,230 --1,2301,230
Unquoted shares--17,77317,773 --14,08514,085
 6,019-19,37025,389 5,332-15,49620,828

In October 2018, the balances on the share premium account and the capital redemption reserve were cancelled and added to the special reserve, contributing an additional £26.2 million to distributable reserves. The VCT regulations place some restrictions on the use of these reserves during the first three to four years after the funds on which they arose were raised.

10. Risks and uncertainties
Under the Disclosure and Transparency Directive, the Board is required in the Company’s half-yearly results to report on principal risks and uncertainties facing the Company over the remainder of the financial year.

The Board has concluded that the key risks facing the Company over the remainder of the financial period are as follows:

* investment risk associated with investing in small and immature businesses;
* liquidity risk arising from investing mainly in unquoted businesses; and
* failure to maintain approval as a VCT.

In all cases the Board is satisfied with the Company’s approach to these risks. As a VCT, the Company is forced to have significant exposure to relatively immature businesses. This risk is mitigated to some extent by holding a well-diversified portfolio.

With a reasonably illiquid venture capital investment portfolio, the Board ensures that it maintains an appropriate proportion of its assets in cash and liquid instruments.

The Company’s compliance with the VCT regulations is continually monitored by the Administration Manager, who regularly reports to the Board on the current position. The Company also retains Philip Hare and Associates LLP to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level.

The Company has considerable financial resources at the period end and holds a diversified portfolio of investments. As a result, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The Directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

  1. The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the “Statement: Half-Yearly Financial Reports” issued by the UK Accounting Standards Board as well as in accordance with FRS 104 Interim Financial Reporting and the half-yearly financial report includes a fair review of the information required by:
     
    1.   DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the current financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and
       
    2.   DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so.
       
  2. The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The figures for the period ended 31 March 2018 have been extracted from the financial statements for that period, which have been delivered to the Registrar of Companies; the Auditor’s report on those financial statements was unqualified.
     
  3. Copies of the unaudited half-yearly results will be sent to Shareholders shortly. Further copies can be obtained from the Company’s registered office or downloaded from www.elderstreet.com and www.downing.co.uk.


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