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Northern 2 VCT PLC  -  NTV   

Half-year report

Released 12:30 12-Nov-2018

Half-year report

12 NOVEMBER 2018

NORTHERN 2 VCT PLC

UNAUDITED HALF-YEARLY FINANCIAL REPORT
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

Northern 2 VCT PLC is a Venture Capital Trust (VCT) managed by NVM Private Equity LLP.  It invests mainly in unquoted venture capital holdings and aims to provide high long-term tax-free returns to shareholders through a combination of dividend yield and capital growth.

Financial highlights (comparative figures as at 30 September 2017 and 31 March 2018)

 

 

 

 
Six months to
30 September
 2018
Six months to
30 September
 2017
Year to
31 March
 2018
Net assets

 
£85.0m£69.3m£87.0m
Net asset value per share

 
64.9p68.4p66.9p
Return per share:
Revenue
Capital
Total

 

0.5p
1.0p
1.5p

1.0p
(0.6)p
0.4p

1.3p
(0.4)p
0.9p
Dividend per share declared
in respect of the period


 

2.0p

2.0p

5.5p
Cumulative returns to shareholders
since launch:
Net asset value per share
Dividends paid per share*
Net asset value plus dividends paid per share

 


64.9p
115.4p
180.3p


68.4p
109.9p
178.3p


66.9p
111.9p
178.8p
Mid-market share price at end of period

 
60.0p64.5p63.5p
Share price discount to net asset value

 
7.6%5.7%5.1%
Tax-free dividend yield (based on net asset value per share)**8.0%7.1%7.2%

*Excluding interim dividend not yet paid
**The annualised dividend yield is calculated by dividing the dividends in respect of the 12 month period ended on each reference date by the net asset value per share at the start of the period

For further information, please contact:

NVM Private Equity LLP
Simon John/James Bryce                    0191 244 6000
Website:  www.nvm.co.uk

HALF-YEARLY MANAGEMENT REPORT TO SHAREHOLDERS

Results and dividend
The unaudited net asset value (NAV) per share at 30 September 2018 was 64.9 pence (66.9 pence (audited) at 31 March 2018) and is stated after deducting the final dividend of 3.5 pence per share in respect of the 2017/18 financial year which was paid in July 2018. 

The return per share as shown in the income statement for the six months ended 30 September 2018 was 1.5 pence, compared with 0.4 pence in the corresponding period last year, reflecting a number of investment realisations completed during the period.

The board has declared an unchanged interim dividend for the year ending 31 March 2019 of 2.0 pence per share, which will be paid on 25 January 2019 to shareholders who are on the register on 4 January 2019.  We remain committed to building a portfolio of investments in innovative UK smaller companies across a diverse range of sectors with significant growth potential.  As previously reported, these investments will generally be structured with a view to achieving capital growth rather than income generation and the timing and quantum of potential capital gains from realisations may be less predictable.  Your directors believe it is important to set the annual dividend at a level which has regard to the company’s changing asset base and to its recurring income, and which avoids as far as possible erosion of the net asset value per share.  After careful consideration we have decided that in the absence of unforeseen circumstances we expect in due course to propose a final dividend also of 2.0 pence per share, making a total of 4.0 pence for the year.  This is equivalent to a tax-free yield of approximately 6% by reference to the net asset value at the start of the year. 

Our aim in the medium term, subject to regular review, would be to generate a return on ordinary activities sufficient to support an annual dividend yield of 5%, whilst retaining the flexibility to declare additional special dividends where appropriate, for example in the event of a significant capital gain.

Portfolio
Further progress was made on the development of the portfolio during the period.  Six new holdings were added to the venture capital portfolio for a total consideration of £4.2 million:

             
In addition to the new investments, £0.8 million of capital was provided to three existing investee companies to support further growth.  The proportion of investment activity directed to follow-on funding will increase in the coming years as early stage companies by their nature often require multiple rounds of finance in order to achieve their business plans.  Additional third party investors may be introduced as part of subsequent funding rounds in order to broaden the shareholder and capital base of the investee. 

Proceeds from investment sales and repayments from the venture capital portfolio amounted to                £6.1 million during the period, producing a realised gain of £1.7 million over the 31 March 2018 carrying values.  Love Saving Group was the subject of a secondary management buy-out financed by Lloyds Development Capital (LDC), delivering a return of over 3.5 times the original cost over the life of the investment. The opportunity was taken to re-invest £0.5 million alongside LDC in the newly formed acquisition vehicle, Seahawk Bidco, which will continue the group’s activities.  Wear Inns was sold to Aprirose, a specialist investment fund, delivering over two times the original cost over the life of the investment. 

Both of the significant realisations during the period were of investments in mature private businesses originally acquired before November 2015, when the VCT rules were updated.  Our remaining holdings of such investments still constitute over 60% by value of the venture capital portfolio and are expected to provide the main source of realisations in the coming years as the early stage portfolio grows and develops. 

Shareholder issues
We have reviewed the current pipeline with NVM both in terms of new investment prospects and of opportunities to support existing portfolio companies as they continue to develop.  The volume of attractive opportunities to deploy capital in the coming years is expected to grow and your board has therefore proposed a non-prospectus top-up share offer to launch early in 2019 to raise up to £6.6 million. 

Gross proceeds of £0.8 million were received during the period through the issue of new shares under our dividend investment scheme. 

The company has maintained its policy of buying back its own shares in the market from time to time, at a discount of 5% to NAV.  During the period, 519,000 shares were repurchased for cancellation, for a total consideration of £313,000. 

VCT qualifying status
The company has continued to meet the stringent qualifying conditions laid down by HM Revenue & Customs for maintaining its approval as a VCT.  Our investment manager, NVM, monitors the position closely and reports regularly to the board.  Philip Hare & Associates LLP has continued to act as independent adviser to the company on VCT taxation matters.

VCT legislation
As previously reported, the VCT rules have continued to evolve to meet the UK Government’s aim of driving investment towards the smaller companies most in need of capital to grow.  The Finance Act 2018 was enacted in March 2018 and included measures to ensure that a greater proportion of the assets of each approved VCT are held in qualifying investments and that the proceeds of new share issues are invested in qualifying investments more quickly. 

Prospects
Over the past two years, we have operated against a background of economic and legislative uncertainty and limited clarity has thus far been obtained as to the likely nature of the UK’s future relationship with the European Union.  Our manager, NVM, continues to ably navigate this period of change whilst working with portfolio companies to build their businesses and drive shareholder value.  The pipeline of investment opportunities is currently solid and we expect to complete further investments in the second half of the year which meet our key investment criteria of good value, growth potential, strong management and an ability to generate cash in the medium to long term.  We continue to have confidence that our portfolio and investment strategy will deliver good returns to shareholders in the years ahead.

On behalf of the Board

David Gravells
Chairman

The unaudited half-yearly financial statements for the six months ended 30 September 2018 are set out
below.

INCOME STATEMENT
(unaudited) for the six months ended 30 September 2018

 Six months ended
30 September 2018
Six months ended
30 September 2017
 Revenue 
£000 
Capital 
£000 
Total 
£000 
Revenue 
£000 
Capital 
£000 
Total 
£000 
Gain on disposal of investments 1,773  1,773   376  376  
Movements in fair value of investments 27  27   (560)(560)
 ---------- ---------- ---------- ---------- ---------- ---------- 
  1,800  1,800   (184)(184)
Income1,194   1,194  1,526   1,526  
Investment management fee(195)(584)(779)(195)(586)(781)
Other expenses(200) (200)(187) (187)
 ---------- ---------- ---------- ---------- ---------- ---------- 
Return on ordinary activities before tax799  1,216  2,015  1,144  (770)374  
Tax on return on ordinary activities(125)125   (186)186   
 ---------- ---------- ---------- ---------- ---------- ---------- 
Return on ordinary activities after tax674  1,341  2,015  958  (584)374  
 ---------- ---------- ---------- ---------- ---------- ---------- 
Return per share0.5p1.0p1.5p1.0p(0.6)p0.4p


  Year ended 31 March 2018
    Revenue 
£000 
Capital 
£000 
Total 
£000 
Gain on disposal of investments    709  709  
Movements in fair value of investments    (202  )(202  )
    ---------- ---------- ---------- 
     507  507  
Income   2,482   2,482  
Investment management fee   (393)(1,180)(1,573)
Other expenses   (350)(11)(361)
    ---------- ---------- ---------- 
Return on ordinary activities before tax   1,739  (684)1,055  
Tax on return on ordinary activities   (277)277   
    ---------- ---------- ---------- 
Return on ordinary activities after tax   1,462  (407)1,055  
    ---------- ---------- ---------- 
Return per share   1.3p(0.4)p0.9p

BALANCE SHEET
(unaudited) as at 30 September 2018

 30 September 2018 
£000 
30 September 2017 
£000 
31 March 2018 
£000 
    
Fixed asset investments62,450  55,220  61,432  
 ---------- ---------- ---------- 
Current assets:   
Debtors129  638  205  
Cash and cash equivalents22,494  13,590  25,540  
 ---------- ---------- ---------- 
 22,623  14,228  25,745  
Creditors (amounts falling due   
 within one year)(76)(100)(134)
 ---------- ---------- ---------- 
Net current assets22,547  14,128  25,611  
 ---------- ---------- ---------- 
    
Net assets84,997  69,348  87,043  
 ---------- ---------- ---------- 
Capital and reserves:   
Called-up equity share capital6,544  5,070  6,505  
Share premium1,132  8,390  392  
Capital redemption reserve135  83  110  
Capital reserve69,916  47,028  71,629  
Revaluation reserve6,351  7,415  7,836  
Revenue reserve919  1,362  571  
 ---------- ---------- ---------- 
Total equity shareholders’ funds84,997  69,348  87,043  
 ---------- ---------- ---------- 
Net asset value per share64.9p68.4p66.9p

STATEMENT OF CHANGES IN EQUITY

(unaudited) for the six months ended 30 September 2018

   -----------------Non-distributable reserves-----------------Distributable reservesTotal 
 Called up share 
capital 
 

Share 
premium 
Capital 
redemption 
reserve 
 

Revaluation 
reserve 
 

Capital 
reserve 
 

Revenue 
reserve 
 
 £000  £000 £000 £000  £000  £000  £000  
At 1 April 2018 6,505   392  110  7,836   71,629   571   87,043  
Return on ordinary activities       
after tax     (1,485) 2,826   674   2,015  
Dividends paid       (4,228) (326) (4,554)
Net proceeds of share issues 64   740         804  
Shares purchased for cancellation  

(25


)
  

  

25 
  

-
   

(311


)
  

-
   

(311


)
 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
At 30 September 2018 6,544   1,132  135  6,351   69,916   919   84,997  
 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 

STATEMENT OF CHANGES IN EQUITY

(unaudited) for the six months ended 30 September 2017

   -----------------Non-distributable reserves-----------------Distributable reservesTotal 
 Called up share 
capital 
 

Share 
premium 
Capital 
redemption 
reserve 
 

Revaluation 
reserve 
 

Capital 
reserve 
 

Revenue 
reserve 
 
 £000 £000 £000 £000  £000  £000  £000  
At 1 April 2017 4,678  3,029  83  9,049   53,908   900   71,647  
Return on ordinary activities       
after tax    (1,634) 1,050   958   374  
Dividends paid      (7,930) (496) (8,426)
Net proceeds of share issues 392  5,361         5,753  
 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
At 30 September 2017 5,070  8,390  83  7,415   47,028   1,362   69,348  
 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2018

   -----------------Non-distributable reserves-----------------Distributable reservesTotal 
 Called up share 
capital 
 

Share 
premium 
Capital 
redemption 
reserve 
 

Revaluation 
reserve 
 

Capital 
reserve 
 

Revenue 
reserve 
 
 £000  £000  £000 £000  £000  £000  £000  
At 1 April 2017 4,678   3,029   83  9,049   53,908   900   71,647  
Return on ordinary activities       
after tax      (1,213) 806   1,462   1,055  
Dividends paid        (9,226) (1,791) (11,017)
Net proceeds of share issues 1,854   23,853          25,707  
Shares purchased       
for cancellation (27)   27    (349)   (349)
Cancellation of share premium reserve  

   

(26,490


)
  

  

   

26,490 
   

   

-  
 
 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
At 31 March 2018 6,505   392   110  7,836   71,629   571   87,043  
 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 

STATEMENT OF CASH FLOWS
(unaudited) for the six months ended 30 September 2018

 Six months ended Six months ended Year ended 
 30 September 2018 30 September 2017 31 March 2018 
 £000  £000  £000  
Cash flows from operating activities:   
Return on ordinary activities before tax 2,015   374   1,055  
Adjustments for:   
Gain on disposal of investments (1,773) (376) (709)
Movement in fair value of investments (27) 560   202 
Decrease/(increase) in debtors 76  (47) 386 
Decrease in creditors (58) (616) (582 )
 ---------- ---------- ---------- 
Net cash inflow/(outflow) from operating activities 233   (105) 352  
 ---------- ---------- ---------- 
Cash flows from investing activities:   
Purchase of investments (12,373) (3,716) (10,265)
Sale/repayment of investments 13,155   6,507   7,535  
 ---------- ---------- ---------- 
Net cash inflow/(outflow) from investing activities 782   2,791   (2,730)
 ---------- ---------- ---------- 
Cash flows from financing activities:   
Issue of ordinary shares 823   5,842   26,248  
Share issue expenses (19) (89) (541)
Share subscriptions held pending allotment -  (4,297) (4,297  )
Purchase of ordinary shares for cancellation (311  )   (349)
Equity dividends paid (4,554) (8,426) (11,017)
 ---------- ---------- ----------
Net cash (outflow)/inflow from financing activities (4,061) (6,970) 10,044  
 ---------- ---------- ----------
Net (decrease)/increase in cash and cash equivalents (3,046) (4,284) 7,666  
    
Cash and cash equivalents at beginning of period 25,540   17,874   17,874  
    
 ---------- ---------- ----------
Cash and cash equivalents at end of period 22,494   13,590   25,540  
 ---------- ---------- ----------

INVESTMENT PORTFOLIO SUMMARY
as at 30 September 2018

 Cost
£000
Valuation
£000
% of net assets
by valuation
    
    
No 1 Lounges1,9773,2053.8
Agilitas IT Holdings1,6383,1253.7
Lineup Systems9752,9103.4
MSQ Partners Group1,6722,8863.4
Sorted Holdings1,9462,8563.4
Closerstill Group1,6832,4792.9
Entertainment Magpie Group1,5031,8712.2
Biological Preparations Group2,1661,7412.0
It’s All Good1,1451,5781.9
Volumatic Holdings1,2511,5431.8
Graza1,5221,5221.8
Medovate1,4501,4501.7
Channel Mum8751,3871.6
Intuitive Holding1,5081,3521.6
Hello Soda1,3321,3321.6
 ---------------------------
Fifteen largest venture capital investments22,64331,23736.8
Other venture capital investments25,32623,09527.2
 ---------------------------
Total venture capital investments47,96954,33264.0
Listed equity investments6,7876,7978.0
Listed interest-bearing investments1,3431,3211.5
 ---------------------------
Total fixed asset investments56,09962,45073.5
 ----------  
Net current assets 22,54726.5
  -----------------
Net assets 84,997100.0
  -----------------
    

BUSINESS RISKS

The board carries out a regular and robust review of the risk environment in which the company operates. The principal risks and uncertainties identified by the board which might affect the company’s business model and future performance, and the steps taken with a view to their mitigation, are as follows:

Investment and liquidity risk:  investment in smaller and unquoted companies, such as those in which the company invests, involves a higher degree of risk than investment in larger listed companies because they generally have limited product lines, markets and financial resources and may be more dependent on key individuals.  The securities of smaller companies in which the company invests are typically unlisted, making them illiquid, and this may cause difficulties in valuing and disposing of the securities.  The company may invest in businesses whose shares are quoted on AIM - the fact that a share is quoted on AIM does not mean that it can be readily traded and the spread between the buying and selling prices of such shares may be wide.  Mitigation:  the directors aim to limit the risk attaching to the portfolio as a whole by careful selection, close monitoring and timely realisation of investments, by carrying out rigorous due diligence procedures and maintaining a wide spread of holdings in terms of financing stage and industry sector.  The board reviews the investment portfolio with the manager on a regular basis.

Financial risk:  most of the company’s investments involve a medium to long-term commitment and many are relatively illiquid.  Mitigation:  the directors consider that it is inappropriate to finance the company’s activities through borrowing except on an occasional short-term basis.  Accordingly they seek to maintain a proportion of the company’s assets in cash or cash equivalents in order to be in a position to pursue new unquoted investment opportunities and to make follow-on investments in existing portfolio companies.  The company has very little direct exposure to foreign currency risk and does not enter into derivative transactions.

Economic risk:  events such as economic recession or general fluctuation in stock markets, exchange rates and interest rates may affect the valuation of investee companies and their ability to access adequate financial resources, as well as affecting the company’s own share price and discount to net asset value.  Mitigation:  the company invests in a diversified portfolio of investments spanning various industry sectors, and maintains sufficient cash reserves to be able to provide additional funding to investee companies where appropriate.

Stock market risk:  some of the company’s investments are quoted on the London Stock Exchange or AIM and will be subject to market fluctuations upwards and downwards.  External factors such as terrorist activity can negatively impact stock markets worldwide.  In times of adverse sentiment there may be very little, if any, market demand for shares in smaller companies quoted on AIM.  Mitigation:  the company’s quoted investments are actively managed by specialist managers, including NVM in the case of AIM-quoted investments, and the board keeps the portfolio and the actions taken under ongoing review.

Credit risk:  the company holds a number of financial instruments and cash deposits and is dependent on the counterparties discharging their commitment.  Mitigation:  the directors review the creditworthiness of the counterparties to these instruments and cash deposits and seek to ensure there is no undue concentration of credit risk with any one party.

Legislative and regulatory risk:  in order to maintain its approval as a VCT, the company is required to comply with current VCT legislation in the UK, which reflects the European Commission’s State-aid rules.  Changes to the UK legislation or the State-aid rules in the future could have an adverse effect on the company’s ability to achieve satisfactory investment returns whilst retaining its VCT approval.  Mitigation:  the board and the manager monitor political developments and where appropriate seek to make representations either directly or through relevant trade bodies.

Internal control risk:  the company’s assets could be at risk in the absence of an appropriate internal control regime.  Mitigation:  the board regularly reviews the system of internal controls, both financial and non-financial, operated by the company and the manager.  These include controls designed to ensure that the company’s assets are safeguarded and that proper accounting records are maintained.

VCT qualifying status risk:  while it is the intention of the directors that the company will be managed so as to continue to qualify as a VCT, there can be no guarantee that this status will be maintained.  A failure to continue meeting the qualifying requirements could result in the loss of VCT tax relief, the company losing its exemption from corporation tax on capital gains, to shareholders being liable to pay income tax on dividends received from the company and, in certain circumstances, to shareholders being required to repay the initial income tax relief on their investment.  Mitigation:  the investment manager keeps the company’s VCT qualifying status under continual review and its reports are reviewed by the board on a quarterly basis.  The board has also retained Philip Hare & Associates LLP to undertake an independent VCT status monitoring role.

OTHER MATTERS

The unaudited half-yearly financial statements for the six months ended 30 September 2018 do not constitute statutory financial statements within the meaning of Section 434 of the Companies Act 2006, have not been reviewed or audited by the company’s independent auditor and have not been delivered to the Registrar of Companies.  The comparative figures for the year ended 31 March 2018 have been extracted from the audited financial statements for that year, which have been delivered to the Registrar of Companies.  The auditor’s report on those financial statements (i) was unqualified, (ii) did not include any reference to matters to which the auditor drew attention by way of emphasis without qualifying the report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.  The half-yearly financial statements have been prepared on the basis of the accounting policies set out in the annual financial statements for the year ended 31 March 2018.

Each of the directors confirms that to the best of his or her 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 and the half-yearly financial report includes a fair review of the information required by (a) DTR 4.2.7R of the Disclosure Rules and Transparency Rules, being an indication of important events that have occurred during the first six months of the 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 (b) DTR 4.2.8R of the Disclosure Rules 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.

The directors of the company at the date of this statement were Mr D P A Gravells (Chairman), Mr A M Conn, Mr S P Devonshire, Miss C A McAnulty and Mr F L G Neale.

The calculation of the revenue and capital return per share is based on the return on ordinary activities after tax for the period and on 130,595,942 (2017 99,880,309) ordinary shares, being the weighted average number of shares in issue during the period.

The calculation of the net asset value per share is based on the net assets at 30 September 2018 divided by the 130,872,145 (2017 101,400,355) ordinary shares in issue at that date.

The interim dividend of 2.0 pence per share for the year ending 31 March 2019 will be paid on 25 January 2019 to shareholders on the register at the close of business on 4 January 2019.

A copy of the half-yearly financial report for the six months ended 30 September 2018 is expected to be posted to shareholders by 27 November 2018 and will be available to the public at the registered office of the company at Time Central, 32 Gallowgate, Newcastle upon Tyne NE1 4SN and on the NVM Private Equity LLP website, www.nvm.co.uk.

Neither the contents of the NVM Private Equity LLP website nor the contents of any website accessible from hyperlinks on the NVM Private Equity LLP website (or any other website) is incorporated into, or forms part of, this announcement.


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Half-year report - RNS