Chrysalis VCT PLC : Half-yearly report

Chrysalis VCT plc
Half Yearly Report for the six months ended 30 April 2017

Recent performance summary

	30 April 2017	30 April 2016	31 October 2016
	pence	pence	pence
Net asset value per share	84.30	83.50	80.80
Cumulative dividends paid per share	70.70	63.70	67.45
Total return (net asset value per share plus cumulative dividends)	155.00	147.20	148.25

Introduction
I am pleased to present my statement for the six months ended 30 April 2017 and to report a further period of strong performance by your company, fuelled by some disposals and developments in the existing  portfolio.

Net asset value and results
At 30 April 2017, the net asset value per share ("NAV") stood at 84.3p, an increase of 6.8p (8.4%) since the previous year end of 31 October 2016 (after adding back the 3.25p dividend paid on 23 February 2017).

The Total Return to Shareholders who invested at the launch of the Company in 2000 (NAV plus cumulative dividends) is now 155.0p compared to the original cost (net of income tax relief) of 80.0p per share.

The return on activities after taxation for the Company for the period was £2.0 million, comprising a revenue return of £96,000 and a capital return of £1.9 million.

Dividends
In line with previous years, the Board has declared an interim dividend of 1.75p per share. In addition, as a result the realisations in the period as highlighted below, I am delighted that the Board has approved a further special dividend of 3.0p per share will also be paid.  The total dividend of 4.75p will be paid on 4 August 2017 to Shareholders on the register at 14 July 2017.

Following the payment of the dividend on 4 August 2017, Shareholders who invested at launch will have received distributions totalling 75.45p per share.

Venture capital portfolio
One major realisation was achieved in the period, being Internet Fusion Limited.  Our investment in the ecommerce retailer was sold for £2.1 million when the business was acquired by a third party in an all cash transaction.  We first invested in the company in 2012.  With a subsequent follow on investment the total cost was £800,000, although we had increased the carrying value over time. In this period, the sale produced a realised gain of £314,000. In addition to the proceeds already received, there is the possibility of further consideration under earn out arrangements in March 2018. The Board congratulates the Manager on delivering an excellent result for Shareholders over a relatively short investment period.

During the six months,  Wessex Advanced Switching Products Limited ("WASP"), a successful realisation from 2015, paid further deferred consideration of £525,000 to the Company. As with Internet Fusion, this investment has proved to be an excellent outcome for Shareholders.

There were also three full or partial redemptions of loan stock from various investee companies totalling £564,000 and two liquidation receipts totalling £17,000. Total proceeds received in the period were £3.2 million, giving rise to a total realised gain of £1.1 million.

The Company made one follow on investment in the period.

Venture capital portfolio (continued)
An additional £300,000 was invested in Zappar (Holding) Limited, the augmented reality developer, as part of a fundraising undertaken by the company to fund its continuing growth.

At the end of the period, the Company held a venture capital portfolio comprising 25 investments with a total value of £17.0 million.

As usual, the Board has reviewed the valuations of all the unquoted portfolio and made some a number of adjustments both upwards and downwards. The most significant movement was a £1.2 million increase in valuation increase in Zappar (Holding) Limited. The investment was revalued to reflect the price at which the latest funding round was carried out.

Overall, there was a net unrealised gain of £1.1 million across the portfolio.

Non-qualifying portfolio
The Company continues to hold a portfolio of fixed income bonds, which was valued at £2.2  million at the period end. The unrealised capital gain on the portfolio over the period was £24,000, along with income of £73,000.

The Company made one new non-qualifying investment of £750,000 in Impact Healthcare REIT plc, a newly launched investment trust which holds a portfolio of care homes.  Impact Healthcare should deliver a steady yield with reasonably limited risk and good liquidity on funds that the Company might otherwise hold as cash generating very little yield. This investment showed an unrealised gain of £30,000 for the period.

Share buybacks
The Board regularly reviews the Company's share buyback policy to ensure that it remains appropriate and the Directors remain of the opinion that the Company's liquid resources are generally best utilised in paying tax free dividends to all Shareholders. Accordingly, the Company does not have a fixed policy to buy in its own shares, but may do so, on an ad hoc basis, from time to time.

There were no share buybacks undertaken during the period.

We recommend that any Shareholders wishing to either acquire more shares, or to sell existing holdings, contact the Company's broker, Nplus1 Singer Capital Markets, who are often aware of other parties looking to buy or sell.

Outlook
The completion of another significant profitable realisation in the period supports the Board's view that our self-managed structure can deliver excellent results for Shareholders.

Finally, having joined this Board in 2005 - immediately after the mergers which created the Company - and having served as your Chairman since 2008, I have decided that it is time for me to retire and I will leave the Board on 30 September 2017.

As this  is my last statement to Shareholders, I would like to thank, for one final time, my fellow Directors, Julie Baddeley and Martin Knight for the support they have given me over these last nine years. My thanks are also due to the executives - led by Chris Kay - who have managed your investments and produced the excellent results which it has been my privilege to report.  I am also very grateful to Grant Whitehouse and his team at Downing for the diligence they have always shown when supporting the Company and the Board. 

I am sure shareholders will be pleased to hear that the Board has decided that Martin Knight will take over as chairman, when I retire. Martin will make an excellent chairman for the Company and I wish him every success. My colleagues also intend to make a new non-executive director appointment in due course and select one of their number to succeed Martin as Chairman of the Audit Committee

Due to our self-managed structure, the Chairman of Chrysalis is far closer to the detail of our portfolio than is typical in the VCT world. That is one of the chief reasons this has been such an interesting and satisfying role and I hope Martin enjoys the interaction with both investees and investors as much as I have done.

Peter Harkness

Chairman

4 July 2017

SUMMARY OF INVESTMENT PORTFOLIO
as at 30 April 2017

	Cost	Valuation	Valuation movement in the period	% of portfolio by value
	£'000	£'000	£'000
Top ten venture capital investments
Coolabi Group Limited	3,456	4,044	-	16.0%
Locale Enterprises Limited	2,513	2,623	(147)	10.4%
Zappar (Holding) Limited	300	2,161	1,236	8.5%
Precision Dental Laboratories Limited	1,110	1,756	26	6.9%
K10 (London) Limited	950	1,118	(4)	4.4%
MyTime Media Holdings Limited	76	1,020	(197)	4.0%
Driver Require Limited	520	928	(21)	3.7%
Cambridge Mechatronics Limited	366	843	-	3.3%
Green Star Media Limited	650	726	8	2.9%
IX Group Limited	250	385	(3)	1.5%
	10,191	15,604	898	61.6%
Other venture capital investments	4,278	1,413	120	5.6%
Non-qualifying investments
Fixed income securities	2,210	2,181	24	8.6%
Other
Impact Healthcare REIT Plc (quoted)	750	780	30	3.1%
	2,960	2,961	54	11.7%
	17,429	19,978	1,072	78.9%
Cash at bank and in hand		5,327		21.1%
Total investments		25,305		100.0%

All venture capital investments are unquoted unless otherwise stated.

SUMMARY OF INVESTMENT MOVEMENTS
for the six months ended 30 April 2017

Additions

	£'000
Follow-on investments (Venture capital investments)
Zappar (Holding) Limited	300
New investments (Non-qualifying)
Impact Healthcare REIT Plc	750
	1,050

Disposals

	Cost	Value at 1  Nov 2016*	Disposal proceeds	Gain against cost	Total  realised gain
	£'000	£'000	£'000	£'000	£'000
Venture capital investments
Unquoted
Zappar (Holding) Limited	25	150	150	125	-
Livvakt Limited	160	160	160	-	-
Rhino Sport & Leisure Limited	273	-	254	(19)	254
Rhino-Powa Holdings Limited	31	-	-	(31)	-
Internet Fusion Limited	800	1,802	2,116	1,316	314
Dissolution, liquidation and retention
Autocue Group Limited	-	-	3	3	3
Newquay Helicopters (2013) Limited	-	-	14	14	14
Wessex Advanced Switching Products Limited	-	-	525	525	525
	1,289	2,112	3,222	1,933	1,110

*    Adjusted for purchases in the period where applicable

UNAUDITED INCOME STATEMENT

for the six months ended 30 April 2017

	Six months ended 30 Apr 2017				Six months ended 30 Apr 2016				Year ended 31 Oct 2016
	Revenue	Capital	Total		Revenue	Capital	Total		Total
	£'000	£'000	£'000		£'000	£'000	£'000		£'000
Income	302	-	302		365	-	365		603
Net gains on investments
- realised	-	1,110	1,110		-	579	579		592
- unrealised	-	1,072	1,072		-	1,085	1,085		1,508
	302	2,182	2,484		365	1,664	2,029		2,703
Investment management fees	(50)	(150)	(200)		(50)	(151)	(201)		(407)
Performance incentive fees	-	(106)	(106)		-	(46)	(46)		(41)
Other expenses	(136)	-	(136)		(139)	-	(139)		(310)
Return on ordinary activities before taxation	116	1,926	2,042		176	1,467	1,643		1,945
Tax on total comprehensive income and ordinary activities	(20)	20	-		(35)	35	-		-
Return attributable to equity shareholders	96	1,946	2,042		141	1,502	1,643		1,945
Return per share	0.3p	6.5p	6.8p		0.5p	5.0p	5.5p		6.5p

The total column within the Income Statement represents the profit and loss account of the Company. No operations were acquired or discontinued during the period.

A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement as noted above.

 

UNAUDITED BALANCE SHEET

as at 30 April 2017

		30 Apr 2017		30 Apr 2016		31 Oct 2016
		£'000		£'000		£'000
Fixed assets
Investments		19,978		19,710		19,968
Current assets
Debtors		66		161		88
Cash at bank and in hand		5,327		5,214		4,161
		5,393		5,375		4,249
Creditors: amounts falling due within one year		(138)		(102)		(54)
Net current assets		5,255		5,273		4,195
Net assets		25,233		24,983		24,163
Capital and reserves
Called up share capital		299		299		299
Capital redemption reserve		89		89		89
Share premium		1,478		1,478		1,478
Merger reserve		1,357		1,357		1,357
Special reserve		924		2,383		802
Capital reserve - realised		14,800		14,367		13,896
Capital reserve - unrealised		5,708		4,391		5,760
Revenue reserve		578		619		482
Equity shareholders' funds		25,233		24,983		24,163
Net asset value per share		84.3p		83.5p		80.8p

 

STATEMENT OF CHANGE IN EQUITY

for the six months ended 30 April 2017

Share Capital				Capital Redemption reserve	Share premium	Merger reserve	Special reserve	Capital reserve -realised	Capital reserve -unrealised	Revenue reserve	Total
	£'000			£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 November 2016	299			89	1,478	1,357	802	13,896	5,760	482	24,163
Expenses capitalised		-		-	-	-	-	(256)	-	-	(256)
Tax on capital expenses		-		-	-	-	-	20	-	-	20
Gains on investments		-		-	-	-	-	1,110	1,072	-	2,182
Realisation of revaluations from previous years			-	-	-	-	-	823	(823)	-	-
Realisation of impaired valuations		-		-	-	-	-	301	(301)	-	-
Transfer between reserves		-		-	-	-	122	(122)	-	-	-
Retained net revenue for the period		-		-	-	-	-	-	-	96	96
Dividends paid		-		-	-	-	-	(972)	-	-	(972)
At 30 April 2017	299			89	1,478	1,357	924	14,800	5,708	578	25,233

 

UNAUDITED CASH FLOW STATEMENT
for the six months ended 30 April 2017

		Six months ended 30 Apr 2017		Six months ended 30 Apr 2016		Year ended 31 Oct 2016
		£'000		£'000		£'000
Cash inflow/(outflow) from operating activities and returns on investments		(34)		6		(103)
Capital expenditure
Purchase of investments		(1,050)		(605)		(755)
Proceeds on disposal of investments		3,222		1,562		1,890
Net cash inflow/(outflow) from capital expenditure		2,172		957		1,135
Equity dividends paid		(972)		(972)		(2,094)
(Decrease)/increase in cash		1,166		(9)		(1,062)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

1. General information
Chrysalis VCT plc ("the Company") is a Venture Capital Trust established under the legislation introduced in the Finance Act 1995 and is domiciled in the United Kingdom and incorporated in England and Wales.

2. Accounting policies
Basis of accounting
The unaudited half-yearly results cover the six months to 30 April 2017 and have been prepared in accordance with the accounting policies set out in the annual accounts for the year ended 31 October 2016 and in accordance with the Financial Reporting Standard 102 ("FRS102") and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised November 2014 ("SORP").

The Company implements new Financial Reporting Standards issued by the Financial Reporting Council when required.

The financial statements are presented in Sterling (£).

Presentation of Income Statement
In order 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.

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.

Judgements in applying accounting policies and key sources of estimation uncertainty
Of the Company's assets measured at fair value, it is possible to determine their fair values 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:

-Price of recent investment;
-Multiples;
-Net assets;
-Discounted cash flows or earnings (of underlying business);
-Discounted cash flows (from the investment); and
-Industry valuation benchmarks.

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.

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 are expensed.

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 FRS102 sections 14 and 15 that do not require portfolio investments to be accounted for using the equity method of accounting.

Income
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 the applicable effective interest rate, and only where there is reasonable certainty of collection.

Expenses
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:

-Expenses which are incidental to the acquisition of an investment are deducted as a capital item.
-Expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment.
-Expenses are split and presented partly as capital items where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated. The Company has adopted the policy of allocating investment manager's fees as 75% to capital and 25% to revenue, as permitted by the SORP. The allocation is in line with the Board's expectation of long term returns from the Company's investments in the form of capital gains and income respectively.
-Performance incentive fees arising from the disposal of investments are deducted as a capital item.

Taxation
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 arise.

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 years different from those in which they are included in the accounts. Deferred taxation is not discounted.

Other debtors and other creditors
Other debtors (including accrued income) and other creditors are included within the accounts at amortised cost.

3. The comparative figures were in respect of the six months ended 30 April 2016 and the year ended 31 October 2016 respectively.

4. Basic and diluted return per share

	Six months ended 30 Apr 2017		Six months ended 30 Apr 2016		Year ended 31 Oct 2016
Return per share based on:
Net revenue return for the period (£'000)	96		141		154
Capital return per share based on:
Net capital gain for the period (£'000)	1,946		1,502		1,791
Weighted average number of shares	29,917,025		29,917,025		29,917,025

 

5. Dividends paid

			Six months ended 30 Apr 2017				Year ended 31 Oct 2016
	Pence		Revenue	Capital	Total		Total
	per share		£'000	£'000	£'000		£'000
Paid in period
2016 Final	3.25p		-	972	972		-
2016 Interim	1.75p		-	-	-		524
2016 Special	2.00p		-	-	-		598
2015 Final	3.25p		-	-	-		972
			-	972	972		2,094

6. Basic and diluted net asset value per share

	Six months ended 30 Apr 2017		Six months ended 30 Apr 2016		Year ended 31 Oct 2016
Net asset value per share based on:
Net assets (£'000)	25,233		24,983		24,163
Number of shares in issue at the period end	29,917,025		29,917,025		29,917,025
Net asset value per share	84.3p		83.5p		80.8p

7. Called up share capital

		Shares in issue		£'000
Period ended 30 April 2017		29,917,025		299
Period ended 30 April 2016		29,917,025		299
Year ended 31 October 2016		29,917,025		299

8. 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 also allows the Company to make transfers between reserves to offset realised capital losses arising on disposals and impairments.

Distributable reserves are calculated as follows:

	Six months ended 30 Apr 2017		Six months ended 30 Apr 2016		Year ended 31 Oct 2016
	£'000		£'000		£'000
Special reserve	924		2,383		802
Capital reserve - realised	14,800		14,367		13,896
Revenue reserve	578		619		482
Merger reserve - distributable element	276		275		275
Unrealised losses - excluding unrealised unquoted gains	(161)		(306)		(312)
	16,417		17,338		15,143

 

9. Reconciliation of return on ordinary activities before taxation to net cash flow from operating activities

	Six months ended 30 Apr 2017		Six months ended 30 Apr 2016		Year ended 31 Oct 2016
	£'000		£'000		£'000
Return on ordinary activities before taxation	2,042		1,643		1,945
Gains on investments	(2,182)		(1,664)		(2,100)
(Increase)/decrease in other debtors	22		(7)		65
Increase/(decrease) in other creditors	84		34		(13)
Net cash inflow/(outflow) from operating activities	(34)		6		(103)

10. Reconciliation of net cash flow to movement in net funds

	Net funds at 1 Nov 2016		Cash flows		Net funds at 30 Apr 2017
	£'000		£'000		£'000
Cash at bank and in hand	4,161		1,166		5,327

 

11. Risks and uncertainties

Under the Disclosure and Transparency Directive, the Board is required in the Company's half year 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:

i) investment risk associated with investing in small and immature businesses; and

ii) failure to maintain approval as a VCT.

In both 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.

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.

12. Going concern

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

The Directors confirm that they are satisfied that the Company has adequate resources to continue in business for the foreseeable future. For this reason, they believe that the Company continues to be a going concern and that it is appropriate to apply the going concern basis in preparing the financial statements.

13. The Directors confirm that, to the best of their knowledge, the half yearly financial statements have been prepared in accordance with FRS 104 Interim Financial Reporting and the half yearly financial report includes a fair review of the information required by:

a) 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 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 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.

14. 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 year ended 31 October 2016 have been extracted from the financial statements for that year, which have been delivered to the Registrar of Companies; the Independent Auditor's Report on those financial statements was unqualified.

15. Copies of the unaudited half yearly report will be sent to Shareholders shortly. Further copies can be obtained from the Company's registered office and will be available for download from www.downing.co.uk.