FORESIGHT VENTURES VCT PLC
(FORMERLY THAMES VENTURES VCT 1 PLC)
Unaudited Half-Yearly Financial Report
30 September 2024
FINANCIAL HIGHLIGHTS
£72.7m
Total net assets
as at 30 September 2024
1.1p
Dividend paid
26 July 2024
42.1p
NAV per share
as at 30 September 2024
CHAIR’S STATEMENT
“I present the Company’s unaudited Half-Yearly Financial Report for the six months ended 30 September 2024.”
Post-period activity
Before discussing the period to 30 September 2024, I would like to welcome our new Shareholders who have been issued shares in the Company as part of the merger with Thames Ventures VCT 2 plc (“TV2”). The merger completed on 15 November following a General Meeting held on 8 November. As part of the merger, the Company has been renamed Foresight Ventures VCT plc, and TV2 has been placed into members’ voluntary liquidation. I am also pleased to welcome Andrew Mackintosh, previously a director of TV2, who has now been appointed to the Board of the Company following completion of the merger.
The Company’s Net Asset Value (“NAV”) per share has been reset to 100.0p and the merger has resulted in an enlarged company with net assets of £110 million. The Board believes this will bring a number of benefits to the Company, such as greater scale to raise and deploy capital into new and existing portfolio companies, as well as improved liquidity for dividends and buybacks.
On 15 November, the Company launched an offer for subscription to raise £5 million (with an over-allotment facility of a further £5 million). The promoter’s fee will be waived for applications made by existing shareholders of any Foresight VCT. New investors, who do not benefit as existing investors but who make an application by 20 December 2024, will, however, benefit from the offer costs being reduced by 1.0% of the amount subscribed.
Net Asset Value and dividends
As at 30 September 2024, the Company’s NAV per share stood at 42.1p, a decrease of 4.0p (or 8.7%) over the period. After adding back the dividend paid in the period of 1.1p per share, the decrease was 6.3%.
The Company’s policy is to seek to pay annual dividends of at least 4% of net assets per annum. During the period, on 26 July 2024, the Company paid an interim dividend of 1.1p, taking total dividends paid in respect of the year ended 31 March 2024 up to 2.1p per share, equivalent to 4.1% of the opening net assets of the previous financial year. This took the total dividends paid since the merger with Downing Absolute Income VCT 1 plc, Downing Absolute Income VCT 2 plc, Downing Income VCT plc, Downing Income VCT 3 plc and Downing Income VCT 4 plc in November 2013 to 47.6p per share.
The Company offers its Shareholders the opportunity to participate in a Dividend Reinvestment Scheme, whereby they may elect to receive shares, credited as fully paid, instead of receiving dividends in cash. If you wish to participate, please contact the registrar, City Partnership, at the details provided on page 30 of the Unaudited Half-Yearly Financial Report.
Investment performance and portfolio activity
A detailed analysis of the investment portfolio performance over the period is given in the Investment Adviser’s Review.
In brief, during the six months under review, the whole portfolio showed investment valuation losses of £9.4 million. Despite this disappointing overall performance, there were some highlights; a total of £2.9 million of proceeds were received from the sale of Data Centre Response Limited, as well as deferred consideration totalling £0.6 million, producing realised gains of £2.2 million. The Investment Adviser also completed two follow-on investments totalling £1.1 million.
Responsible investing
The Board notes the commitment of the Investment Adviser, Foresight Group, to being a “Responsible Investor”. Foresight places environmental, social and governance (“ESG”) criteria at the forefront of its business and investment activities in line with best practice and in order to enhance returns for their investors.
Further detail can be found on page 17 of the Unaudited Half-Yearly Financial Report.
Special administration of the Company’s custodian of quoted assets
As previously reported, since September 2020 the Company has used IBP Capital Markets Limited (“IBP”) as custodian for its quoted investments. Appointing a custodian is a requirement of the FCA, and IBP is an FCA authorised and regulated wholesale broker, providing custody services and access to equity and fixed income securities for non-retail clients (which includes the Company).
On 13 October 2023, the FCA published a supervisory notice under section 55L(3)(a) of the Financial Services and Markets Act 2000, imposing certain restrictions on IBP. On the same date, IBP applied to the High Court and special administrators were appointed.
As noted in the Annual Report, on 19 July 2024, around 80% of the quoted investment portfolio was returned to the Company, meaning normal management and trading of these positions was resumed. The remaining 20% will be returned following the conclusion of court proceedings, the timing of which is currently anticipated to take place in the second half of 2025, unless additional claims are submitted or the outcome of the court proceedings in terms of a final distribution is any different. The Company will communicate with Shareholders if there is any new information which materially impacts the numbers presented in this report.
Share buybacks
The Company continues to operate a policy of buying in its own shares that become available in the market at a 5% discount to NAV (subject to liquidity and regulatory restrictions). Subsequent to the merger, the Board intends to reduce this target discount to 2.5% in future.
During the period the Company purchased 5,522,581 shares for cancellation at an average discount of 5.0%, which represented 3.1% of shares in issue at the date of the last Annual Report.
Share buybacks are timed to avoid the Company’s closed periods. Buybacks will generally take place, subject to demand, during the following times of the year:
- August, after the Annual Report has been published
- September, prior to the Half-Yearly reporting date of 30 September
- January, after the Half-Yearly Report has been published
- March, prior to the end of the financial year
The Company retains Panmure Liberum as its corporate broker to assist in operating the share buyback process and ensuring that the quoted spread on the Company’s shares remains at a reasonable level. Contact details for Panmure Liberum are on page 30 of the Unaudited Half-Yearly Financial Report.
Management charges and performance incentive
The annual management fee is an amount equal to 2.0% of net assets. There is no change to the management fee or secretarial fee post-merger. From 1 October 2024, the Investment Adviser took over responsibility for management of the Quoted Growth portfolio from Downing LLP. The team at Downing LLP continues to advise the Company on the Yield Focused portfolio under a subcontract agreement with Foresight Group LLP.
A new performance incentive scheme was formally approved by Shareholders as part of the merger on 15 November 2024. This scheme, in brief, means a performance fee would be payable to the Investment Adviser at the end of each performance period, subject to a total return hurdle. The fee would be equal to the lesser of: (i) 20% of distributions attributable to the relevant performance period; or (ii) 20% of the increase in the total return which is higher than the hurdle. The Board believes this new scheme will provide additional motivation for the Investment Adviser to drive enhanced shareholder value.
Board composition
As noted in the Annual Report, Chris Kay resigned as a Director of the Company on 6 June 2024. Post period end, Andrew Mackintosh has joined the Board from TV2 subsequent to the merger. Andrew is chair of UKI2S, a government-backed venture capital fund supporting companies from the UK’s scientific research base. He is a Fellow of the Royal Academy of Engineering and was awarded a CBE in the 2024 New Year Honours for services to Science and Technology, and to Enterprise Development, and we are delighted to have him on board.
The Board now comprises four Non-Executive Directors, which the Board considers to be an appropriate number for the current size of the VCT. All of the Directors are independent of the Investment Adviser, with the exception of Chris Allner who is considered non-independent by virtue of being a partner at Downing LLP, the previous investment adviser to the Company, which still provides some services to our new Investment Adviser.
VCT sunset clause
I am pleased to report that new regulations have been made to extend the UK’s VCT scheme by ten years to April 2035, following the European Commission’s confirmation that they would not oppose the continuation of the scheme. This now removes any recent uncertainty and will help support further investment by the VCT sector in early-stage companies.
Outlook
At the date of the merger the Company’s NAV per share had increased to 42.6p, as a result of valuation uplifts in the Quoted Growth portfolio, as well as favourable exchange rates on our US investments. With an offer for subscription now out to raise further funds, in addition to the cash boost on acquiring the assets of TV2, and a refreshed performance incentive scheme to greater motivate the Investment Adviser, we look forward to seeing an increase in deployment to enhance the portfolio and returns to Shareholders. Whilst the macroeconomic environment has been challenging for the last two years, the Investment Adviser is cautiously optimistic that 2025 will provide more positive conditions for our portfolio companies. The downward trajectory of inflation and interest rates should lead to increasing confidence and encourage investors to return to the market.
Atul Devani
Chair
20 December 2024
INVESTMENT ADVISER’S REVIEW
“We present our Investment Adviser’s Review for the six‑month period ended 30 September 2024.”
Unquoted Growth
Portfolio summary
At 30 September 2024, the Company held total unquoted investments of £44.4 million, split £34.5 million Unquoted Growth and £9.9 million Unquoted Yield Focused. Details of the Unquoted Yield Focused portfolio performance are set out on page 8 of the Unaudited Half-Yearly Financial Report.
The Unquoted Growth portfolio comprises 29 companies, across a range of sectors. Following a challenging period for the year ended 31 March 2024, with the portfolio unfavourably impacted by the downturn of the UK economy, the six months ended 30 September 2024 has been similarly disappointing, resulting in an overall unrealised investment valuation loss of £2.2 million in the portfolio.
Investment activity
There were no new investments made during the period ended 30 September 2024. The Company made follow-on investments in two Unquoted Growth companies during the period, totalling £1.1 million:
FundingXchange Limited (£750,000), a fintech platform delivering SME lenders insights into their portfolios. This investment was made concurrently with a £5.0 million investment from Barclays as part of a £6.0 million round. This transformational investment will allow the company to build on early commercial success and deepen the strategic and commercial relationship with Barclays.
Rated People Limited (£375,000), an online marketplace connecting homeowners and local tradespeople. This investment allows the strengthened management team to implement the necessary product and operational changes to enable a return to growth and a cash-generative business model.
There was one realisation during the period ended 30 September 2024:
DSTBTD Limited (trading as Distributed) was sold for £1 to ILX Group. No proceeds were returned to the Company, which was a disappointing result for the team, but a favourable outcome to an administration process, which was a real possibility after a proposed funding failed to come together.
Key portfolio developments
There were some material write downs in the Unquoted Growth portfolio during the period, and some companies have continued to struggle in the challenging macroeconomic environment. However, there have also been some positive movements in valuation. This has resulted in a net total realised and unrealised investment valuation loss of £3.0 million in the period, including £0.7 million in unrealised foreign exchange losses.
Of the total investment loss, total losses of £6.5 million were offset by gains of £3.5 million. The most significant movements are noted below.
The largest gain in value was in Ayar Labs, Inc, a silicon photonic chiplet developer used in next-generation AI data centers of the major hyperscalers and cloud-service providers. The valuation increased by £1.9 million, including foreign exchange losses, as a result of a new funding round.
Other unrealised valuation gains included:
Rated People Limited, an online marketplace connecting homeowners and local tradespeople, increased in value by £596,000. This was due to a follow-on funding round enhancing the Company’s share of proceeds on any liquidity event. It is also worth noting that the company is now trading profitably and under new leadership.
Carbice Corporation, Inc has developed a suite of products based on its carbon material, used primarily as thermal management solutions to enable greater thermal conductivity. The valuation increased by £401,000, including foreign exchange losses, as a result of the recent closure of a funding round that increases the prospect of growth and, ultimately, a positive realisation for investors.
Four other companies in the Unquoted Growth portfolio made up investment valuation gains of £603,000.
There were also a number of valuation losses reported in the period. The greatest loss was in Cambridge Touch Technologies Ltd, a company developing pressure sensitive multi-touch technology, which reduced in value by £1.9 million as a result of a challenging funding environment for deep tech companies. As noted above, DSTBTD Limited (trading as Distributed) was sold for £1 to ILX Group during the period. No proceeds were returned to the Company, resulting in a realised loss of £775,000.
Other investment valuation losses included:
Vivacity Labs Limited, a provider of Artificial Intelligence sensors to monitor and control traffic flows, was written down to nil value in the period, a decrease in value of £960,000, following a new funding round. The investment round (that we chose not to participate in) generated penal terms for shareholders not participating in the funding round and resulted in the write down.
Masters of Pie Limited, developer of “Radical”, a software solution that enables remote sharing and collaboration on large data sets, was reduced by £700,000 as a result of a challenging period for the company from a trading perspective. It is hoped that this situation will improve in Q4 2024, albeit the position remains challenging.
Virtual Class Ltd (trading as Third Space Learning), a platform offering personalised online lessons from specialist tutors, decreased in carrying value by £466,000, driven by significant budgetary pressure experienced by UK schools, a key customer group. It is hoped that early international sales (in the US) will somewhat offset challenges in the UK market.
Parsable, Inc., a provider of software to improve operational efficiencies in the industrial and manufacturing sectors, has seen a valuation decrease of £460,000, including foreign exchange losses. During the period, an offer to acquire Parsable was received that, whilst at a valuation lower than we expected, was accepted by the Board, and the valuation has been aligned with anticipated proceeds.
Bulbshare Limited, a company that enables brands to build communities from their existing customers to gather consumer insights, was exited post period end. The valuation was reduced by £371,000 in line with the exit proceeds received.
Trinny London Limited, a multi-channel female beauty and skincare brand, was reduced in value by £354,000 due to a decline in comparable market valuation multiples. Despite this, the business increased revenue during the period and remains profitable.
CommerceIQ, Inc., the pioneer in helping brands win on retail e-commerce channels, decreased by £221,000 in the period, including foreign exchange losses. Whilst CommerceIQ’s revenues increased during the period, market valuations for similar businesses declined and, consequently, the valuation fall is a reflection of wider market conditions.
Four other companies in the Unquoted Growth portfolio made up valuation losses of £340,000. Aside from Vivacity Labs Limited, no other investments were written down to nil during the period.
Post period end activity
After the period end, the Company completed two new investments totalling £1.6 million into Dragonfly Technology Solutions Ltd (£600,000), a predictive analytics business, and Alison Technologies Ltd (£978,000), a developer of an innovative AI marketing insights tool. The Company also completed two follow-on investments totalling £1.1 million into Maestro Media Limited (£750,000) and Virtual Class Ltd (£300,000). The Company received £1.1 million in proceeds from the exit of Bulbshare Limited in October.
At the date of the merger, the Unquoted Growth portfolio had seen positive foreign exchange movements totalling £421,000.
Outlook
Whilst the macroeconomic environment has been challenging for the last two years, we are cautiously optimistic that 2025 will provide more positive conditions for our portfolio companies. The downward trajectory of inflation and interest rates should lead to increasing confidence and encourage investors to return to the market. From an exit perspective, the IPO market is unlikely to open up in the short term, but we are seeing signs that PE and trade buyers will be more active in 2025, offering potential liquidity opportunities for portfolio companies.
In addition to the anticipated improved macro environment, we believe the merger with Thames Ventures VCT 2 plc has created a company well placed for success, with a very clear investment mandate (exclusively investing in private technology businesses) and benefiting from more streamlined company reporting and administration.
Foresight Group LLP
20 December 2024
Yield Focused portfolio
Downing LLP continues to advise the Company on the Unquoted Yield Focused portfolio under a subcontract from Foresight Group LLP.
Downing presents a review of the Yield Focused portfolio for the six months ended 30 September 2024. At the period end, the Yield Focused portfolio consisted of seven active investments, all of which are unquoted, with a total value of £9.9 million.
Divestment activity
During the period, the focus was on investment realisations from the Yield Focused portfolio, which resulted in proceeds of £2.9 million from the exit of Data Centre Response Limited, a provider of power solutions and maintenance services to data centres. There were no new or follow-on investments.
Realisations in the period ended 30 September 2024
| Total | Cost at date | Exit | Total | ||
| invested | of disposal | proceeds | return | ||
| Company | Detail | (£) | (£) | (£) | (£) |
| Data Centre Response Limited | Full disposal | 557,441 | 557,441 | 2,916,694 | 2,916,694 |
Key portfolio developments
The Yield Focused portfolio reduced in value by £113,000 during the period, with one company, Data Centre Response Limited, recognising a gain of £494,000 on exit, as noted above, and four companies recognising unrealised losses of £607,000:
Pilgrim Trading Limited, an operator and owner of two children’s nurseries in West London, decreased in value by £437,000 after two periods of unsuccessful marketing proved the last independent valuation of the business to be unachievable in current market conditions. Consequently, the independent valuation has now been heavily discounted.
Kimbolton Lodge Limited, a nursing and care home in Bedfordshire, decreased in value by £67,000 to bring the valuation in line with the anticipated proceeds from a sale process that is currently underway.
Doneloans Limited, which holds a portfolio of secured loans, decreased in value by £67,000 driven by the cost of its own funding marginally exceeding interest receivable from its borrowers.
SF Renewables (Solar) Limited, which built and operates a solar plant in India, was reduced by £36,000 in line with the exit proceeds received post period end.
Outlook
With one exit during the period and another shortly after period end, there were six investments remaining in the Yield Focused portfolio at the time of writing. Downing is actively seeking to progress exits from both Kimbolton Lodge and Pilgrim Trading, though the latter is currently looking less likely to materialise. Given current market conditions, sales of the higher value, hotel-related investments, Baron House Developments and Cadbury House Holdings, are expected to take some time to complete. The recovery of value from Doneloans is linked largely to the sale of Pilgrim Trading, which is the lender’s largest loan, but additional recoveries are anticipated from other borrowers over the next 12 months.
Downing LLP and Foresight Group LLP
20 December 2024
Quoted Growth portfolio
For the six months to 30 September 2024, Downing LLP continued to advise the Company on the Quoted Growth portfolio under a subcontract from Foresight Group LLP. From 1 October 2024, Foresight Group LLP took on full responsibility for management of the Quoted Growth portfolio.
Investment activity
Markets continued to be volatile through the reporting period. The impending Budget dominated market behaviours, particularly the FTSE AIM Index, where fears over an abolition of IHT reliefs on AIM shares adversely affected the market. In the end, this fear was overcooked, and the FTSE AIM All Share rallied 4% on the day of the Budget, as it was announced that reliefs on AIM shares would remain, albeit at half the relief previously enjoyed. Since the Budget, the new concern has been focused on the impact of National Insurance increases, which have weighed heavily on UK Small and Mid-Cap companies. There is a general acceptance that inflation will still be a looming threat and hence interest rates will remain higher for longer.
There were no investments or realisations made during the six months to 30 September 2024.
Key portfolio developments
At 30 September 2024, the Quoted Growth portfolio was valued at £13.4 million, comprising 36 active investments. Over the six-month period, the portfolio produced net valuation losses of £4.7 million, offset by £3.8 million received in dividends from the portfolio. Two companies, valued at £78,000 at year end, have been written down to nil during the period.
The most significant loss was incurred in Tracsis plc, a provider of transport technology, which saw valuation losses of £2.4 million during the period due to a profit warning, citing delays on rail infrastructure spend incurred due to the early election. This was exacerbated by contract delays in their US business.
This was offset by valuation gains elsewhere in the portfolio, where Anpario plc, a specialist manufacturer and distributor of natural sustainable feed additives for animal health, nutrition and biosecurity, increased by £680,000 net of £46,000 dividends received, reflecting an improvement in trading post supply chain issues experienced during the inflationary period post covid.
A net gain of £615,000 was made in Downing Strategic Micro‑Cap Investment Trust plc, where special dividends of £3.7 million were made during the period, as part of the managed wind-down of the Trust. Since the period end, a further special dividend of 2.2p, equating to £133,000, has been received by the Company.
Meanwhile Cohort plc, the parent company of six businesses providing a wide range of services and products for British, Portuguese and other international customers in defence and security markets, booked an unrealised gain of £558,000. This mirrored profit upgrades, contract renewals and strong financial results. This momentum has continued post period end.
As at 17 December 2024, the valuation of the Quoted Growth portfolio had decreased by £226,000 (-1.7%).
IBP Capital Markets Limited
As noted in the Annual Report, the Company recovered c.80% of its total Quoted Growth portfolio on 19 July 2024, with the remaining c.20% to be recovered following court proceedings, currently anticipated to take place in the second half of 2025. Up until July, the ability to trade the portfolio continued to be restricted and hence there has been limited ability to manage exposures within the portfolio. The Company is now able to trade its positions, having been unable to do so since October 2023.
Post-period end activity
Post period end, ahead of the Budget, shares were sold in 14 of the Company’s Quoted Growth portfolio holdings. Notably, holdings in Anpario plc and Craneware plc were reduced, as well as in Impact Healthcare REIT plc, a non-qualifying holding. As previously communicated to Shareholders, the strategy going forward is to realise the Quoted Growth portfolio over time, which will free up funds to be redeployed into Unquoted Growth holdings.
Outlook
A number of the Quoted Growth companies in the portfolio have been consistently overoptimistic about hitting milestones for product development, revenues and ultimately profits. Given competition for capital amongst the wider portfolio of venture capital holdings, Foresight took the difficult decision to reduce a number of these positions. Achieving a total sale of individual holdings has not been possible, given that 20% of the Company’s Quoted Growth assets are still tied up in the custodian IBP Capital Markets Limited (“IBP”), which remains in special measures. While this is frustrating, as it does not allow portfolio management to be conducted across the entire portfolio should changes need to be made, we are able to make them to substantially all of the holdings.
The Quoted Growth holdings have reduced as a percentage of the Company’s total assets, but we firmly believe that by making these changes we have increased the overall quality and see an encouraging future, despite an uncertain macroeconomic background.
Downing LLP and Foresight Group LLP
20 December 2024
UNAUDITED HALF-YEARLY RESULTS AND RESPONSIBILITIES STATEMENTS
Principal risks and uncertainties
The principal risks faced by the Company are as follows:
- Investment performance
- Regulatory
- Operational
- Economic, political and other external factors
The Board reported on the principal and emerging risks and uncertainties faced by the Company in the Annual Report and Accounts for the year ended 31 March 2024. A detailed explanation can be found on pages 26 to 28 of the Annual Report and Accounts, which is available on the Investment Adviser’s website www.foresightgroup.eu/products/foresight-ventures-vct-plc or by writing to Foresight Group at The Shard, 32 London Bridge Street, London SE1 9SG.
In the view of the Board, there have been no changes to the fundamental nature of these risks since the previous report and these principal risks and uncertainties are equally applicable to the remaining six months of the financial year as they were to the six months under review.
Directors’ responsibility statement
The Disclosure and Transparency Rules (“DTR”) of the UK Listing Authority require the Directors to confirm their responsibilities in relation to the preparation and publication of the Half-Yearly Financial Report.
The Directors confirm to the best of their knowledge that:
a) The summarised set of financial statements has been prepared in accordance with FRS 104
b) The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year)
c) The summarised set of financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R
d) The interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein)
Going concern
The Company’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report of the Annual Report. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in the Chair’s Statement, Strategic Report and Notes to the Accounts of the 31 March 2024 Annual Report. In addition, the Annual Report includes the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.
The Company has adequate 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.
The Directors have reasonable expectation 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 half-yearly financial statements.
The Half-Yearly Financial Report has not been audited nor reviewed by the auditors.
On behalf of the Board
Atul Devani
Chair
20 December 2024
UNAUDITED INCOME STATEMENT
For the six months ended 30 September 2024
| Six months ended 30 September 2024 (Unaudited) | Six months ended 30 September 2023 (Unaudited) | Year ended 31 March 2024 (Audited) | |||||||
| Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Realised gains/(losses) on investments | — | 2,202 | 2,202 | — | (5,203) | (5,203) | — | (8,015) | (8,015) |
| Investment holding (losses)/gains | — | (10,311) | (10,311) | — | 1,028 | 1,028 | — | 3,465 | 3,465 |
| Income | 4,187 | — | 4,187 | 1,065 | — | 1,065 | 906 | — | 906 |
| Investment management fees | (404) | (404) | (808) | (449) | (449) | (898) | (863) | (863) | (1,726) |
| Other expenses | (482) | — | (482) | (376) | — | (376) | (1,346) | — | (1,346) |
| Return/(loss) on ordinary activities before taxation | 3,301 | (8,513) | (5,212) | 240 | (4,624) | (4,384) | (1,303) | (5,413) | (6,716) |
| Taxation | — | — | — | (24) | 24 | — | — | — | — |
| Return/(loss) on ordinary activities after taxation | 3,301 | (8,513) | (5,212) | 216 | (4,600) | (4,384) | (1,303) | (5,413) | (6,716) |
| Return/(loss) per share | 1.9p | (4.8)p | (2.9)p | 0.1p | (2.5)p | (2.4)p | (0.7)p | (3.1)p | (3.8)p |
The total columns of this statement are the profit and loss account of the Company and the revenue and capital columns represent supplementary information.
All revenue and capital items in the above Income Statement are derived from continuing operations. No operations were acquired or discontinued in the period.
The Company has no recognised gains or losses other than those shown above, therefore no separate statement of total recognised gains and losses has been presented.
The Company has only one class of business and one reportable segment, the results of which are set out in the Income Statement and Balance Sheet.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.
UNAUDITED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
For the six months ended 30 September 2024
| Called-up | Share premium | Capital redemption | Special | Capital | Revaluation | Revenue | ||
| share capital | account | reserve | reserve | reserve | reserve | reserve | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| As at 1 April 2024 | 1,775 | 2,522 | 71 | 86,901 | (10,791) | 6,057 | (4,619) | 81,916 |
| Share issues in the period | 7 | 301 | — | — | — | — | — | 308 |
| Expenses in relation to share issues | — | (46) | — | — | — | — | — | (46) |
| Repurchase of shares | (55) | — | 55 | (2,340) | — | — | — | (2,340) |
| Realised gains on disposal of investments | — | — | — | — | 2,202 | — | — | 2,202 |
| Investment holding losses | — | — | — | — | — | (10,311) | — | (10,311) |
| Dividends paid | — | — | — | — | (1,953) | — | — | (1,953) |
| Management fees charged to capital | — | — | — | — | (404) | — | — | (404) |
| Revenue return before taxation for the period | — | — | — | — | — | — | 3,301 | 3,301 |
| Taxation for the period | — | — | — | — | — | — | — | — |
| As at 30 September 2024 | 1,727 | 2,777 | 126 | 84,561 | (10,946) | (4,254) | (1,318) | 72,673 |
Distributable reserves at 30 September 2024 total £51,490,000 (31 March 2024: £58,151,000).
UNAUDITED BALANCE SHEET
As at 30 September 2024
Registered number: 03150868
| As at | As at | As at | |
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| (Unaudited) | (Unaudited) | (Audited) | |
| £’000 | £’000 | £’000 | |
| Fixed assets | |||
| Investments held at fair value through profit or loss | 57,746 | 65,871 | 67,393 |
| Current assets | |||
| Debtors | 8,467 | 7,393 | 7,570 |
| Cash and cash equivalents | 7,097 | 13,580 | 7,559 |
| Total current assets | 15,564 | 20,973 | 15,129 |
| Creditors | |||
| Amounts falling due within one year | (637) | (1,077) | (606) |
| Net current assets | 14,927 | 19,896 | 14,523 |
| Net assets | 72,673 | 85,767 | 81,916 |
| Capital and reserves | |||
| Called-up share capital | 1,727 | 1,770 | 1,775 |
| Share premium account | 2,777 | 2,252 | 2,522 |
| Capital redemption reserve | 126 | 71 | 71 |
| Special reserve | 84,561 | 85,122 | 86,901 |
| Capital reserve | (10,946) | (5,627) | (10,791) |
| Revaluation reserve | (4,254) | 3,619 | 6,057 |
| Revenue reserve | (1,318) | (1,440) | (4,619) |
| Equity shareholders’ funds | 72,673 | 85,767 | 81,916 |
| Net Asset Value per share | 42.1p | 48.5p | 46.1p |
UNAUDITED CASH FLOW STATEMENT
For the six months ended 30 September 2024
| Six months ended | Six months ended | Year ended | |
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| (Unaudited) | (Unaudited) | (Audited) | |
| £’000 | £’000 | £’000 | |
| Cash flow from operating activities | |||
| Loss on ordinary activities after taxation | (5,212) | (4,384) | (6,716) |
| Loss on investments | 8,109 | 4,175 | 4,550 |
| Increase in debtors | (1,768) | (891) | (1,134) |
| Increase in creditors | 59 | 82 | 304 |
| Net cash inflow/(outflow) from operating activities | 1,188 | (1,018) | (2,996) |
| Cash flow from investing activities | |||
| Purchase of investments | (1,125) | (2,209) | (4,394) |
| Net proceeds on sale of investments | 2,917 | 3,295 | 3,433 |
| Net proceeds on deferred consideration | 543 | 419 | 637 |
| Net cash inflow/(outflow) from investing activities | 2,335 | 1,505 | (324) |
| Cash flows from financing activities | |||
| Proceeds of fundraising | — | 1,586 | 1,585 |
| Expenses of fundraising | — | (7) | (7) |
| Repurchase of own shares | (2,340) | (2,270) | (2,964) |
| Equity dividends paid | (1,645) | (1,498) | (3,017) |
| Net cash outflow from financing activities | (3,985) | (2,189) | (4,403) |
| Net outflow of cash in the period | (462) | (1,702) | (7,723) |
| Reconciliation of net cash flow to movement in net funds | |||
| Decrease in cash and cash equivalents for the period | (462) | (1,702) | (7,723) |
| Net cash and cash equivalents at start of period | 7,559 | 15,282 | 15,282 |
| Net cash and cash equivalents at end of period | 7,097 | 13,580 | 7,559 |
Analysis of changes in net debt
| As at 1 April 2024 £’000 | Cash flow £’000 | At 30 September 2024 £’000 | |
| Cash and cash equivalents | 7,559 | (462) | 7,097 |
NOTES TO THE UNAUDITED HALF-YEARLY RESULTS
For the six months ended 30 September 2024
1
The Unaudited Half-Yearly Financial Report has been prepared on the basis of the accounting policies set out in the statutory accounts of the Company for the year ended 31 March 2024. Unquoted investments have been valued in accordance with IPEV Valuation Guidelines.
2
These are not statutory accounts in accordance with s436 of the Companies Act 2006 and the financial information for the six months ended 30 September 2024 and 30 September 2023 has been neither audited nor formally reviewed. Statutory accounts in respect of the year ended 31 March 2024 have been audited and reported on by the Company’s auditor and delivered to the Registrar of Companies and included the report of the auditor which was unqualified and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006. No statutory accounts in respect of any period after 31 March 2024 have been reported on by the Company’s auditor or delivered to the Registrar of Companies.
3
Copies of the Unaudited Half-Yearly Financial Report will be sent to Shareholders via their chosen method and will be available for inspection at the Registered Office of the Company at The Shard, 32 London Bridge Street, London SE1 9SG.
4 Net Asset Value per share
The Net Asset Value per share is based on net assets at the end of the period and on the number of shares in issue at the date.
| Number of shares | ||
| Net assets | in issue | |
| 30 September 2024 | £72,673,000 | 172,715,260 |
| 30 September 2023 | £85,767,000 | 176,968,887 |
| 31 March 2024 | £81,916,000 | 177,546,529 |
5 Return per share
The weighted average number of shares used to calculate the respective returns are shown in the table below.
| Number of shares | |
| Six months ended 30 September 2024 | 176,320,908 |
| Six months ended 30 September 2023 | 179,310,912 |
| Year ended 31 March 2024 | 178,234,061 |
Earnings for the period should not be taken as a guide to the results for the full year.
6 Income
| Six months ended | Six months ended | Year ended | |
| 30 September | 30 September | 31 March | |
| 2024 | 2023 | 2024 | |
| £’000 | £’000 | £’000 | |
| Income from investments | |||
| Loan stock interest | 240 | 920 | 424 |
| Dividend income | 3,827 | 145 | 415 |
| 4,067 | 1,065 | 839 | |
| Other income | 120 | — | 67 |
| 4,187 | 1,065 | 906 |
7 Investments held at fair value through profit or loss
| Unquoted Growth investments £’000 | Unquoted Yield Focused investments £’000 | Quoted Growth investments £’000 | Total £’000 | |
| Book cost at 1 April 2024 | 39,760 | 13,651 | 23,241 | 76,652 |
| Investment holding losses at 1 April 2024 | (3,374) | (751) | (5,134) | (9,259) |
| Valuation at 1 April 2024 | 36,386 | 12,900 | 18,107 | 67,393 |
| Movements in the period: | ||||
| Purchases | 1,125 | — | — | 1,125 |
| Disposal proceeds | — | (2,917) | — | (2,917) |
| Realised (losses)/gains on disposals1 | (775) | 2,360 | — | 1,585 |
| Foreign exchange losses | (669) | — | — | (669) |
| Investment holding losses2 | (1,554) | (2,473) | (4,744) | (8,771) |
| Valuation at 30 September 2024 | 34,513 | 9,870 | 13,363 | 57,746 |
| Book cost at 30 September 2024 | 40,110 | 13,094 | 23,241 | 76,445 |
| Investment holding losses at 30 September 2024 | (5,597) | (3,224) | (9,878) | (18,699) |
| Valuation at 30 September 2024 | 34,513 | 9,870 | 13,363 | 57,746 |
- Realised gains on investments in the Income Statement include realised gains relating to deferred consideration receipts totalling £617,000 from StorageOS Inc (£419,000), Efundamentals Group Limited (£96,000), Firefly Learning Limited (£74,000), DIA Imaging Analysis Limited (£14,000) and Imagen Limited (£14,000).
- Investment holding losses in the Income Statement include unrealised losses which are a result of the deferred consideration debtor decrease of £871,000. The debtor movement reflects the recognition of amounts receivable in respect of DIA Imaging Analysis Limited (£45,000) and Firefly Learning Limited (£8,000), offset by receipts in respect of StorageOS Inc (£419,000), Efundamentals Group Limited (£96,000), Firefly Learning Limited (£74,000), Imagen Limited (£14,000) and DIA Imaging Analysis Limited (£14,000). Amounts were previously recognised as receivable but written down at 30 September 2024 in respect of Efundamentals Group Limited (£295,000), JRNI Limited (£8,000) and Imagen Limited (£4,000).
8 Contingencies, guarantees and financial commitments
As outlined in note 17 to the Annual Report and Accounts for the year ended 31 March 2024, the Company has used IBP Capital Markets Limited (“IBP”) as custodian for its quoted investments since September 2020. Appointing a custodian is a requirement of the FCA; IBP is an FCA authorised and regulated wholesale broker, providing custody services and access to equity and fixed income securities for non-retail clients (which includes the Company). On 13 October 2023, the FCA published a supervisory notice under section 55L(3)(a) of the Financial Services and Markets Act 2000, imposing certain restrictions on IBP. On the same date, IBP applied to the High Court and special administrators were appointed.
During the period since, the Investment Adviser has been actively collaborating with the special administrators to reach a resolution, which has involved reconciling quoted stocks held with IBP (“Custody Assets”) and cash held with IBP (“Client Money”). As at 13 October 2023, the Company held Client Money of £1.1 million (1.2% of indicative NAV on the same date), and Custody Assets of £16.9 million (19.5% of indicative NAV on the same date).
With regard to Custody Assets, whilst the final outcome remains subject to change, particularly as additional claims may be made, there have so far been two differences of value identified, together totalling a variance of £0.28 million, which was provided for at 31 March 2024. It was announced on 17 May 2024 that the special administrators would be making an interim distribution of 80% of eligible Custody Assets, and the transfer of these to the new custodian completed on 19 July 2024. The Company is now able to trade these assets on the quoted market. The remaining 20% withheld will be distributed as part of a Final Court Approved Distribution Plan, unless additional claims are made resulting in a break.
With regard to Client Money, a progress report was released on 12 April 2024 which identified a potential 44% cash shortfall equating to £0.46 million of Client Money held by the Company which was provided for at 31 March 2024. Any further deduction for fees relating to the special administration process is unknown at this point, but from the information available these are anticipated to be in the region of £0.14 million payable by the Company. These fees were accrued for as at 31 March 2024 and there has been no further adjustment to this estimate. The total potential exposure based on information available to date is therefore currently estimated to be £0.88 million, representing 1.2% of NAV at 30 September 2024.
As noted, the outcome remains subject to change with the final distribution plan being shared following the court proceedings. Timing of this is currently anticipated to take place in the second half of 2025. The Company will communicate with Shareholders if there is any new information which materially impacts the numbers presented in this report.
9 Related party transactions
No Director has an interest in any contract to which the Company is a party other than their appointment and payment as Directors.
10 Transactions with the Investment Adviser
Details of arrangements with Foresight Group LLP are given in the Annual Report and Accounts for the year ended 31 March 2024, in the Directors’ Report and notes 4 and 5. All arrangements and transactions were on an arm’s length basis.
Foresight Group LLP was appointed as Investment Adviser on 4 July 2022 and earned fees of £808,000 during the period to 30 September 2024 (30 September 2023: £898,000; 31 March 2024: £1,726,000).
Foresight Group LLP is the Company Secretary (appointed on 1 September 2023) and received, for accounting and company secretarial services, fees of £75,000 during the period to 30 September 2024 (30 September 2023: £80,000; 31 March 2024: £156,000).
At the balance sheet date there was £nil due to Foresight Group LLP (30 September 2023: £nil; 31 March 2024: £nil).
11 Post-balance sheet events
On 5 November 2024, the Company purchased for cancellation 2,197,967 ordinary shares of 1p at a gross price of 42.37p per share.
On 15 November 2024, the Company merged with Thames Ventures VCT 2 plc (“TV2”). A total of 86,637,164 shares in the Company were issued to TV2 shareholders at the price of 42.629237024071200p per share. Following this allotment, the Company redesignated 147,531,473 of its issued ordinary shares as deferred shares, which were immediately repurchased and cancelled in order to re-base the NAV per share of each of ordinary share to 100.0p.
A copy of the Unaudited Half-Yearly Financial Report will be submitted to the National Storage Mechanism in accordance with UK Listing Rules (“UKLR”)11.4.1 / UKLR 6.4.1 and UKLR 6.4.3.
END
For further information, please contact:
Company Secretary
Foresight Group LLP
Contact: Stephen Thayer Tel: 0203 667 8100
Investor Relations
Foresight Group LLP
Contact: Andrew James Tel: 0203 667 8181
