Annual Financial Report
DOWNING ONE VCT PLCLEI:
213800R88MRC4Y3OIW867
July
2022Final
Results for the year ended 31 March
2022
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Audited |
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Audited |
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31 Mar |
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31 Mar |
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2022 |
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2021 |
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Pence |
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Pence |
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Net asset value per share (“NAV”) |
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61.60 |
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58.20 |
Cumulative dividends paid since 12 November 2013 |
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41.25 |
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38.75 |
Total Return (net asset value plus cumulative dividends paid per
share) |
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102.85 |
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96.95 |
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Dividends in respect of financial year |
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Interim dividend per share |
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1.25 |
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1.25 |
Proposed final dividend per share |
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1.25 |
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1.25 |
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2.50 |
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2.50 |
Chairman’s Statement
With the pandemic restrictions gradually being
lifted through the year ended 31 March 2022, the reopening of the
economy has supported a greater level of investment activity,
particularly in respect of disposals where we have seen some
significant exits. It is pleasing to report that this has also
helped deliver an improved set of results for the year.
Investment Advisory ArrangementsIn June 2022, it was announced
that Downing LLP ("Downing"), the Investment Adviser, had agreed to
sell its non-healthcare ventures division to Foresight Group LLP
("Foresight"). As part of this transaction, the Board has consented
to a novation of the investment advisory agreement from Downing to
Foresight. The whole of the Downing non-healthcare ventures team,
including support staff, moved to Foresight when the deal completed
on 4 July 2022.
Downing will continue to provide investment advisory services
for the non-venture portfolio of investments, being the quoted
growth and yield focused investments, as well as administration
services, for a transitional period.
As part of the arrangement, the Board and Downing have agreed to
waive the investment advisory fee for the quarter ended June 2022,
equivalent to approximately £548,000.
Foresight is a substantial and well-respected fund manager, and
the Board believes that the transaction is in the best interests of
Shareholders who will benefit from the substantial resources at
Foresight as well as the continued continuity of the key investment
executives from Downing.
Your new point of contact for all enquiries is Foresight’s
customer service team, who you can email at
investorrelations@foresightgroup.eu or call on 020 3667 8181.
We expect to announce a change of name for the Company in due
course.
Net asset value and results
As at 31 March 2022, the net asset value per share
(“NAV”) stood at 61.6p, an increase of 5.9p (10.1%) over the year
after adding back dividends of 2.5p per share which were paid
during the year.
The Income Statement shows gains attributable to equity
shareholders for the year of £10.4 million comprising a revenue
gain of £2.5 million and a capital gain of £7.9 million.
Investment portfolio
Over the year, the Investment Adviser actively
exited from a number of portfolio companies, including several more
mature yield focused investments.
In total 18 full and partial exits completed,
generating proceeds of £16.4 million, with over 50% of the total
proceeds generated from two of the more mature investments held
within the portfolio. Downing Care Homes Holdings Limited, a
special care homes business has been held by the Company for over
20 years. Proceeds of £5.0 million were received, which resulted in
a gain over original cost of £1.1 million. Additionally, the
investment regularly provided a yield across its lifetime and
received a further £1.8 million of rolled up loan interest upon
completion.
Universe Group plc, the quoted growth investment,
was bought by a private equity firm towards the end of the
accounting period, generating proceeds of £3.4 million. This
represented a successful exit for the Company, resulting in a gain
over cost of £1.9 million.
Further detail on these as well as the other exits
during the period can be found within the Investment Advisers
Report and the Review of Investments.
A portion of these funds were reinvested in line
with current VCT regulations into 18 growth investments. These tend
to be younger businesses with a higher risk/reward ratio. At the
year end, the Company held a portfolio of 91 active investments. Of
these, 35 are either quoted on AIM or other UK exchanges and have a
value of £26.7 million (31.0% of the portfolio, excluding
cash). The 36 unquoted growth investments have a value of £40.7
million and represent 47.3% of the portfolio and the 20 unquoted
yield focused investments have a value of £18.6 million and
represent 21.7% of the portfolio.
The year under review saw total unrealised gains of
£4.9 million (approximately 65% from unquoted growth, 25% from
quoted growth and 10% from the yield focused investments).
The unquoted growth portfolio, which is now the
primary focus of the majority of new investment activity, produced
net unrealised gains of £3.2 million with setbacks from a number of
investments being well outweighed by the stronger performers.
The quoted investments are managed with a private
equity-type strategy of taking influential stakes in the companies
and working closely with them as they develop. This portfolio
delivered net unrealised gains of £1.3 million, with a significant
contribution from Tracsis plc.
The yield focused portfolio produced unrealised
gains of £473,000 over the year, plus income of £4.0 million.
Further details on the investment activity and
performance are included in the Investment Adviser’s Reports
below.
DividendsDowning ONE’s policy is to seek to pay annual dividends
of at least 4% of net assets per annum.
The Board is proposing to pay a final dividend of 1.75p per
share on 26 August 2022, subject to Shareholder approval at the
forthcoming AGM, to Shareholders on the register at 29 July 2022.
This will bring total dividends in respect of the year ended 31
March 2022 to 3.0p per share (2021: 2.5p), equivalent to 5.2% based
on opening NAV.
Shareholders are reminded that the Company operates a Dividend
Reinvestment Scheme for those investors that wish to reinvest their
dividends and obtain further income tax relief on the reinvested
dividend. A Dividend Reinvestment Form is available on Downing’s
website or shareholder can change their election via The Downing
Investor Hub provided by City Registrars at:
downing‐vct.cityhub.uk.com
FundraisingThe Company launched a small top up offer for
subscription during November 2021. The offer was closed on 29 April
2022 having raised £1.9 million.
As part of the Foresight transaction, Foresight has agreed to
waive its portion of the promoter’s fee for existing Shareholders
who wish to participate in the Company’s next fundraising offer,
planned for later this year.
Responsible investingThe Board notes the Investment Adviser,
Downing LLP’s, commitment to being a “Responsible Investor”.
Downing LLP 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 VCT investors.
Further detail on the Investment Adviser’s approach to
responsible investment, including the key principles and their
screening approach, can be found in the Annual Report.
Share buybacksThe 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).
During the year, the Company purchased and
subsequently cancelled 4,845,526 shares at an average price of
57.8p per share, representing 3.0% of shares in issue at the date
of the last Annual Report.
The Company retains Panmure Gordon 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.
VCT QualificationAt 31 March 2022, qualifying
investments represented 88.0% of total investments (including
cash).
The Board expects that the minimum VCT
qualification level of 80% will continue to be maintained for the
foreseeable future.
Annual General Meeting (“AGM”)This year’s AGM will
be held at Foresight Group LLP, The Shard, 32 London Bridge Street,
London, SE1 9SG at 10.30 a.m. on 15 August 2022.
If you intend to attend the AGM, please also notify us by email
to d1agm@downing.co.uk in case there are any changes to
arrangements that need to be communicated at short notice.
Three items of special business are proposed at the AGM:
- one in respect of the authority to buy back shares as noted
above͖; and
- two in respect of the authority to allot shares.
The authority to allot shares provides the Board with the
opportunity to consider raising further funds without having to
necessarily incur the expense of seeking separate approval via a
shareholder circular. Any further fundraising decisions will take
account of the level of uninvested funds and the rate of
investment.
OutlookThe Board looks forward to working with Foresight and
continuing to work alongside the existing Downing executives in
their new home. The changes to the advisory arrangements are
expected to give the Company greater resources to continue to build
the investment portfolio and deliver positive returns to the
Shareholders.
Downing ONE was more exposed than most VCTs to sectors heavily
impacted by the pandemic. During the course of the last year, we
have seen the start of the recovery process for some of the most
affected investments as they work to rebuild on updated business
plans and have delivered some pleasing exits.
The younger growth companies that have survived the challenges
of the last two years have generally been strengthened by their
experiences, although they, along with all portfolio companies,
will now face new challenges from rapidly increasing inflation and
the far-reaching effects of the conflict in Ukraine.
There is, once again, significant uncertainty as to the outlook
for businesses generally in the short and medium term, however we
can be reasonably sure that there will still be good opportunities
for investment out there. It will be more important than ever that
the Investment Adviser is able to identity and secure deals with
strong potential for the funds that the Company has available for
investment, while continuing to nurture the portfolio of existing
investments.
Chris KayChairman
Investment Adviser’s Report - Overview
IntroductionWe present a review of the investment portfolio and
activity over the last financial year. As with prior years, our
review is split into three parts comprising:
- this overview;
- a detailed report on the unquoted investments, and
- a report on the quoted investments.
Portfolio OverviewAt 31 March 2022, the Company held a portfolio
with a value of £86.0 million comprising 91 quoted and unquoted
companies, across a diverse range of sectors in both the growth and
yield-focused categories. Investment valuations across all three
sectors continue to recover, resulting in an overall unrealised
gain in the portfolio. Further detail is included below.
The Company has seen a high level of both realisation and
investment activity across the year, with £16.4 million of proceeds
received for full and partial disposals from 18 different
investments. Over 50% of the proceeds generated were from the
unquoted yield focused investments which form a reducing part of
the portfolio. Some of the proceeds have been reinvested, with £4.6
million deployed into eight new and 11 existing investments. All of
the investments made were growth investments, with eight being
quoted growth investments and the remaining 11 investments made
within the unquoted growth portfolio.With the steady level of new
investment activity recently, over a third of the investment
portfolio now comprises investments that have been made within the
past three years.
In line with this and the fact that new investment is all within
the growth category, the overall risk/reward ratio of the portfolio
has increased. This is consistent with the refocusing of the VCT
scheme that the UK Government undertook a few years ago. This trend
is expected to continue as exits from older yield focused
investments occur.
The growth investments, both unquoted and quoted, have been
growing steadily over the past 5 years, with there now being 30
active unquoted growth investments compared to 5 active unquoted
growth investments 5 years ago. The unquoted growth investments now
form 47% (2021: 42%) of the investment portfolio (excluding cash),
quoted growth investments equal 31% (2021: 28%) of the investment
portfolio (excluding cash) and the yield focused investments have
decreased to equal 22% (2021: 30%) of the investment portfolio
(excluding cash).
The shift towards more growth focused investments has become
more prevalent over recent years, and we expect this to continue as
progress with realisations of the maturing yield focused
portfolio.
Portfolio PerformanceThe performance of the portfolio over the
year has produced an unrealised gain of £4.9 million (2021:
£7.6 million), with the unquoted portfolio generating an
unrealised gain of £3.6 million and the quoted portfolio generating
an unrealised gain of £1.3 million.
Throughout the coronavirus pandemic, we have sought to provide
as much support as possible to all investee companies. We are now
seeing some recovery of value from some of the heavily impacted
businesses.
The unquoted growth portfolio has seen the most significant
unrealised gains in the portfolio over the year, which totalled
£3.2 million. £1.2 million of unrealised gains have also been
recorded in the quoted growth portfolio and £472,000 unrealised
gains have been recognised in the unquoted yield focused.
Despite these positives, there are a number of emerging risks
facing the portfolio including the consequential impacts of the
conflict in Ukraine and increasing inflation and its impact on
investee companies’ wages and other costs. Through our close
relationship with investee companies we seek to ensure that the
businesses are well placed to properly assess the fluid situation,
particularly in respect of potential impact of increased wages and
other costs, and the extent to which these may or may not be able
to be passed on to the end customer.
Further details on individual movements within the portfolio can
be found within the unquoted and quoted adviser reports below.
At the year end, of the 77 active investments, approximately
half are valued at, or above, cost. As noted previously, with a
large number of recent investments into the unquoted growth
portfolio of investments, it is not unexpected to suffer some
losses at a relatively early stage as the vulnerable businesses
tend to become more apparent before the stronger businesses prove
themselves.
The largest unrealised gains in the quoted portfolio related to
Tracsis plc (£2.6 million) and GENinCode plc (£282,000). An
analysis of the unrealised gains and losses is detailed further
within the report on quoted investments below.
Within the unquoted portfolio, the largest unrealised gain was
in respect of one of the newer growth investments, Ayar Labs, Inc
(£1.4 million), as well as E-Fundamentals (Group) Limited (£1.3
million). These gains were partially offset by unrealised losses,
most notably to StreetHub Limited (trading as Trouva) (£1.4
million) which sits in the unquoted growth portfolio and Pilgrim
Trading Limited (£1.3 million), which sits in the unquoted yield
focused portfolio, although it should be noted that the loss on
Pilgrim was offset by £1.2 million of loan stock interest
recognised during the period.
Realised gains, over carrying value, in the period totalled £3.7
million, representing a realised loss over cost of £1.9 million.
The most notable gains over carrying value were quoted growth
company Universe Group plc (gain of £2.1 million) and unquoted
growth company Xupes Limited (gain of £1.2 million). The most
notable losses over carrying value in the period related to one of
the older investments in the portfolio, Downing Care Homes Holdings
Limited which generated a loss over opening value of £520,000
following the full exit towards the period end. However it should
be noted that this represented a gain over original cost of £1.1
million, in addition to the receipt of interest income of over £1.8
million.
Further details on these and other movements can be found within
the quoted and unquoted Investment Adviser Reports.
Income splitAs at 31 March 2022, the Company received income of
£4.6 million (2021: £1.3 million). £4.2 million (2021: £939,000) of
this balance related to loan stock interest, which significantly
increased year on year following the receipt of £1.8 million from
Downing Care Homes Holdings Limited upon exit and £381,000 from the
partial loan note and interest redemption on Doneloans Limited. In
addition, a number of the provisions made in the prior 24 months
have been released, as they are now deemed recoverable. As the
Company exits more of the older yield focused investments, loan
interest paid up to the VCT is expected to gradually decrease.
Additionally, the Company received dividend
income from its quoted growth portfolio of investments of £399,000,
remaining relatively consistent with the prior period receipts of
£357,000.
Portfolio CompositionWith a significant level
investment activity over the year to 31 March 2022, the
diversification of the portfolio continues.
As at the year end, the main sector in which the Company is
invested into is the Software and Computer Services sector, with
the sector now representing approximately 23% of the investment
portfolio following further investment into this sector during the
period of £2.6 million.
The most notable new investment into this sector was DSTBTD
Limited (£775,000), with further details on this, as well as all
new investments, noted in the unquoted investment adviser’s report
further below.
Following the exit of Downing Care Homes Holdings Limited,
exposure to the Healthcare Services sector has almost halved from
7% to 4% of the overall portfolio.
As a result of a significant level of exit proceeds generated
during the year of £16.4 million, at the period end, the Company
held £20.9 million in cash, which is expected to be deployed into
supporting the existing portfolio as well any new investment
opportunities as they arise.
OutlookThe portfolio has encountered various challenges over the
last 24 months, and it is encouraging to see the Total Return up
5.9p on the year.
Of the older investments, we believe that, on the whole, they
are leaner and positioned better than they were pre-COVID, and we
shall continue to progress with realisation plans for the remaining
yield focused investments.
As the portfolio continues to shift to one that is more focused
on growth investments, we believe that there will continue to be
new investment opportunities, as well as potential in the current
portfolio, that can drive improved performance.
As you will have seen in the Chairman’s Statement, following the
year end, Downing LLP agreed to sell its non-Healthcare Ventures
business to Foresight Group LLP. As part of the transaction, the
investment advisory services agreement was novated from Downing to
Foresight on 4 July 2022 and the whole of the Downing Ventures team
and key support staff were transferred to Foresight. However, it
should be noted that the investment advisory services in respect of
the non-ventures portfolio, being the quoted growth and yield
focused investment will continue to be provided by Downing for a
transitional period.
We look forward to managing the assets under the umbrella of the
Foresight group, our new home, and the next chapter for the
Company.
Downing LLP
Investment Adviser’s Report – Unquoted Portfolio
We present a review of the unquoted investment portfolio for the
year ended 31 March 2022.
At 31 March 2022, the unquoted portfolio of 56 investments were
valued at £59.3 million. 36 of these with a value of £40.7 million
are unquoted growth companies and 20 are unquoted yield focused
companies with a value of £18.6 million.
Unquoted GrowthInvestment activity During the period, there was
a high level of realisation and investment activity with £4.3
million of proceeds generated from exits and a total of £3.1
million invested into unquoted growth companies.
Three new investments were added to the unquoted growth
portfolio:
DSTBTD Limited (£775,000) (trading as Distributed) is a software
development company that helps to build a flexible and effective
workforce. The company enables enterprises to build software and
technology solutions by sourcing software developers, onboarding
them, and tracking their performance whilst also being responsible
for the outcomes of the technology solutions, proving benefits to
both the developers and the enterprise customers.
Bulbshare Limited (£749,000) is a company that enables brands to
build communities from their existing customers, gathering consumer
insights whilst offering a superior user experience for those
customers. This feedback results in more engaged customers
and builds value for the brand from user generated content,
reviews, and endorsements.
DiA Imaging Analysis Limited (£208,000) is a leading provider of
Artificial Intelligence based solutions for ultrasound analysis.
The investment will enable DiA to expand on its portfolio of
FDA-cleared and CE-marked AI-based ultrasound solutions which
enable clinicians to identify medical abnormalities with speed and
accuracy.
Follow on investments totalling £1.4 million were made into
eight companies, most notably Cambridge Touch Technologies Limited
(£500,000), Cambridge Respiratory Limited (£250,000) and
E-Fundamentals (Group) Limited (£166,000).
Details of the investment realisations during the year are set
out below. Total proceeds of £4.3 million were generated from 7
investments, producing a gain over holding value of £1.9 million,
although representing a loss over cost of £3.2 million.
The largest gain in the period related to Xupes Limited, a
pre-owned luxury goods retailer specialising in designer watches,
handbags, and jewellery. The investment was sold in October 2021,
returning £1.6 million, resulting in a gain over the opening value
of £1.2 million, however a loss over cost of £637,000.
Curo Compensation Limited, the provider of a human resources
software service, was sold in the period, generating proceeds of
£1.6 million, resulting in a loss over cost of £59,000, although
this was a gain over the previous holding value of £509,000.
Avid Technology Group Limited, a manufacturer of electrified
ancillary equipment for internal combustion engines was sold during
the period, generating proceeds of £429,000. The investment had
previously been fully provided against, so this represented a gain
of £429,000 in the period, although it should be noted that this
was a disappointing overall loss against the original cost of £1.4
million.
Further deferred consideration was received from BridgeU Limited
in relation to the exit in 2021, producing further proceeds of
£143,000 in the year.
JRNI Limited, a business to business (B2B) software platform
that enables companies to offer online appointments and event
bookings for their customers and staff, exited, producing a gain
over carrying value and original cost of £23,000.
It is disappointing to report that Exonar Limited and Glownet
Limited both exited in full for nil proceeds during the year,
resulting in a combined loss over original cost of £1.3 million and
a realised loss over carrying value of £379,000.
Portfolio valuation The unquoted portfolio, on the whole,
performed well over the period, resulting in a total unrealised
gain of £3.6 million in the period, including unrealised foreign
exchange gains of £511,000. £472,000 of the £3.6 million gain was
recognised within the unquoted yield focus portfolio, further
detail can be found below. The remaining £3.1 million was
recognised within the unquoted growth portfolio. The most
significant movements are noted on the following below:
The largest gain in value was in Ayar Labs, Inc, the developer
of components for high performance computing and data centre
applications. At the period end, the company was uplifted by £1.4
million, including the impact of foreign exchange. This revaluation
is the result of a calibration to the price set by a recent funding
round.
E-Fundamentals (Group) Limited, a Software as a Service (SaaS)
analytics company has continued to grow its customer base, both in
the UK and in the US, resulting in a valuation uplift of £1.3
million as at the year end.
Upp Technologies Limited, a provider of multichannel e-commerce
technology, was increased in value by £835,000 as its performance
recovers following a change in strategy and a new product
focus.
Hackajob Limited, the owner of an on-line marketplace for hiring
technical talent, was uplifted by £739,000 as a result of recurring
revenues continuing to grow.
GENinCode develops products and technology that helps patients
and healthcare practitioners assess and predict the onset of
cardiovascular disease, thrombosis, and to diagnose Familial
Hypercholesterolemia. During the period, in July 2021, the company
successfully completed an IPO which saw its shares quoted on AIM.
This result in an unrealised gain of £282,000 over the period.
There were some setbacks to a small number of the more
vulnerable businesses within the portfolio, which has offset some
of the unrealised gains recognised at the period end. The largest
unrealised loss in the period was from Streethub Limited (trading
as Trouva), an online marketplace for a curated range of homeware
and lifestyle products. The company was reduced in value by £1.4
million, as a result of the business trading significantly behind
budget.
Empiribox Holdings Limited, a provider of equipment and training
to primary schools across the UK, was revalued downwards by
£606,000 as the business is yet to recover from the impacts of the
coronavirus pandemic.
Hummingbird Technologies Limited, the owner of an advanced crop
analytics platform that is powered by machine learning and aerial
imagery, was reduced in value by £502,000 as a result of a
reduction in revenue forecasts.
Unquoted Yield FocusedInvestment activity During the period, the
Company made no new investments into this portfolio, however it
generated total proceeds of £8.7 from disposals, producing a loss
of £285,000 over opening value and a £535,000 loss over original
cost. Details of the realisations are set out below.
The largest realisation in the period related to Downing Care
Homes Holdings Limited, which owned four specialist care homes. The
company was one of the long-standing investments for the VCT, with
the first care home acquired in 1999.
Following a successful exit, the sale generated proceeds of £5.0
million, resulting in a loss over holding value of £520,000,
although it should be noted that this represented a gain over
original cost of £1.1 million, in addition to loan interest
proceeds received during the period of £1.8 million.
Pearce and Saunders Limited, the owner of a freehold pub in
South East London, repaid loan note principal of £88,000 during the
period, along with a redemption premium of £264,000.
Doneloans Limited, which holds a portfolio of secured loans,
repaid part of its loan notes during the period, resulting in
Downing ONE receiving capital proceeds of £1.4 million, and
associated interest of £381,000.
Nomansland Biogas Limited, an anaerobic digestion plant in
Devon, was fully exited during the period, resulting in a minor
loss of £21,000 against opening value and original cost.
During the period, the Company also exited from two of the four
Indian solar investments, Indigo Generation Limited and Ironhide
Generation Limited which were both developing solar farms on
adjacent land in India. After a series of setbacks, mainly due to
the reduction in prevailing energy prices in the Maharashtra region
of India, the investments were fully exited for minimal proceeds,
resulting in a combined loss over cost of £1.8 million, although
representing a minor realised gain over carrying value of
£8,000.
Portfolio valuation The unquoted yield focused portfolio
experienced a mixed year with the overall unrealised movement
producing a gain of £472,000. The most significant movements are as
follows:
Baron House Developments LLP, a company created to fund the
purchase of a property opposite Newcastle’s Central Station
recognised the largest gain in the period. After being
significantly impacted by the coronavirus pandemic, we are pleased
to report that the hotel is being marketed for sale and first round
offers are expected to be received shortly with the estimated sales
price suggesting a healthy uplift of over £900,000.
Harrogate Street LLP, a property developer was uplifted by over
£700,000 in line with anticipated exit proceeds, with the sale
expected to complete over the coming months.
Despite these positives in the portfolio, some of the investee
companies suffered setbacks and as a result an unrealised loss has
been recognised. Pilgrim Trading Limited, the operator of two
children’s nurseries in greater London, saw a reduction in the
carrying value of £1.3 million, but this was offset by the
recognition of £1.2 million of loan stock interest, most of which
was previously provided against. The business is making progress
and the ultimate payment of the accrued loan stock interest is now
more likely.
Doneloans Limited, which holds a portfolio of secured loan
notes, redeemed a small number of its loan notes during the period
below carrying value, resulting in a reduction of £135,000 in line
with the company’s net assets as at 31 March 2022.
Conclusion and outlookThe unquoted portfolio continues to see
reasonable recovery from the significant challenges faced in the
over the past 2 years.
We remain focused on exiting the more mature yield focused
investments as we look to redeploy cash into more growth focused
investments in line with the VCT guidelines.
Downing LLP
Investment Adviser’s Report - Quoted Growth Portfolio
Investment activityAt 31 March 2022 the quoted portfolio was
valued at £26.7 million, comprising 34 active investments. Over the
year, the quoted portfolio produced unrealised gains of £1.3
million, reflecting a 13.4% increase over the period against the
FTSE AIM All Share that fell 13.0%.
Equity markets began a tentative recovery from the pandemic in
the earlier part of the reporting period as pandemic restrictions
were gradually eased. However, markets remained nervous over the
rapid spread of Covid variants. As the year progressed, many
companies experienced more normalised trading conditions but fears
around higher inflation and interest rates were evident. Volatility
remained a persistent feature towards the end of the year and
sentiment was dampened by the discovery of a more virulent strain
of Covid.
The beginning of 2022 was characterised by an aggressive market
rotation from growth to value, and from small and mid-cap names
into the perceived safety of larger capitalisation businesses.
Sentiment shifted considerably too, with the tech sector falling as
investors switched into previously unloved sectors as mounting
concern over rising inflation and interest rates gripped
markets.
At the end of the reporting period, news flow was dominated by
the crisis in Ukraine. Equity market volatility is likely to
continue for some time as the consequences of the conflict in the
region become clearer. Markets face undoubted headwinds, not only
the impact of the Russian invasion, but widespread Covid lockdowns
in China, persistent supply chain disruptions, and rising interest
rates. The threat of recession and possibility that we could be
entering a prolonged bear market is also weighing on investor
sentiment.
The quoted portfolio saw increased trading activity during the
period, with eight purchases, all VCT qualifying. There were five
new investments made into Trellus Health plc, Eneraqua Technologies
plc, Libertine Holdings plc, Strip Tinning Holdings plc and Verici
DX plc, and three follow on investments into GENinCode plc,
Feedback plc and Deepmatter Group plc.
GENinCode was originally an unlisted position in the portfolio,
however, confidence in the management team led the Adviser to also
participate further in the IPO of this investment.
There were two corporate actions in the period: the successful
exit of Universe Group plc, which was acquired by private equity.
Universe was acquired by PDI software, a global provider of
enterprise management software in January 2022 at a valuation of
12p per share a 7p per share premium to the share price before the
announcement. This reflected a successful exit for the quoted
growth portfolio, realising a gain of £1.9 million over cost, being
a realised gain over opening value of £2.1 million and a money
multiple return of 2.3x. Downing client funds held a 16.67% equity
position in Universe and were actively engaged with the strategy of
the company. This acquisition is evidence of the Adviser’s
successful private-equity approach to investing in public
markets.
In addition, net proceeds of £5,000 were realised from the
wind-up of the Downing UK Micro-Cap Growth Fund.
The most notable unrealised movements in the portfolio over the
period are discussed below.
Portfolio MovementsThe main positive contributor to performance
was Tracsis plc, which increased the value of the portfolio by £2.6
million.
Tracsis, a leading provider of software, hardware, data
analytics/GIS and services for the rail, traffic data and wider
transport industries. The group’s latest results, for the six
months ended 31 January 2022, were in line with management’s
expectations. Highlights included revenue increased by 31% to
£29.2m, with significant growth in the Data, Analytics, Consultancy
and Events Division, including post-Covid recovery. The Rail
Technology and Services Division revenue was at a similar level to
prior year and a recent multi-year Rail Technology software
contract wins will drive future revenue. The UK rail industry's
transition to a new Great British Railways structure is ongoing and
the overall objective is to create a data-driven, customer-focused,
safety-critical future for the industry. Tracsis’ range of rail
technology products and services is well placed to help the rail
industry deliver its strategic goals and as a result the business
has been asked to actively participate in helping to shape future
decision making. The recent acquisition of RailComm is an important
strategic development for Tracsis, providing a platform onto which
the group can start to internationally expand its rail product
portfolio via direct access to the significant and growing North
American rail technology market.
GENinCode plc, the predictive genetics company focused on the
prevention of cardiovascular disease, also made a positive
contribution to the portfolio, delivering an unrealised gain of
£282,000.
In March, the group announced a collaboration with the Academic
Health Science Network for the Northeast and North Cumbria to pilot
the use of its Lipid inCode® test for the diagnosis of
hypercholesterolemia (high levels of cholesterol) and familial
hypercholesterolemia. The group has a vision to assist clinicians
and inform patients in interpreting cardiovascular risk, and to
improve public health using the predictive capability of genomics.
High genetic risk patients are assisted in making lifestyle choices
and can receive targeted treatment to improve outcomes. Over
the past 15 years GENinCode has made a substantial investment in
its research, bioinformatic data, technology, and product
development to assess disease risk, in order to help clinicians and
patients prevent the onset of CVD.
GENinCode also announced its collaboration with the Indiana
University School of Medicine (IU). IU is the largest medical
school in the US and will undertake a 'Proof of Concept' study
using Cardio inCode-SCORE for the risk assessment of patients for
onset of atherosclerotic cardiovascular disease ("ASCVD"). ASCVD
accounts for over 85% of all cardiovascular disease deaths and
is the leading cause of morbidity and mortality in the US and
globally.
Downing Strategic Micro Cap Investment Trust plc (DSM), was a
negative contributor, reducing the value of the quoted portfolio by
£318,000. This negative share price movement was despite the
positive results for the full year ended 28 February 2022. The
Company reported a 5.3% increase in NAV, and 1% increase in the
share price, despite the volatility in markets due to the
post-Covid macroeconomic backdrop and the conflict in Ukraine. The
managers remain positive on the prospects for the Company’s
holdings which are generally cheaper than the wider market, with
stronger balance sheets and good growth prospects from the
compelling products or services they provide. Typically, these
investments have gone through significant catalytic changes over
the last few years and are therefore stronger than they were pre
this period of economic instability.
Strategically, the managers continue to be active, ensuring that
portfolio businesses are well positioned to grow over the long term
with the right operating structure and management in place. If
conditions and prices are right, they may exit positions. Cash
remains around 10% and the uncertain environment is generating
ample opportunities for new investments. The DSM portfolio consists
of value stocks, dynamically managed with strong balance sheets,
appropriate to the foreseeable economy and held at modest
valuations. Their quoted prices are significantly below the value
at which the managers, using conservative estimates and noting
evident catalysts, place their achievable market value.
Inland Homes plc was also a negative contributor, reducing the
value of the portfolio by £315,000. Inland Homes is a brownfield
developer, housebuilder and regeneration specialist focused on the
South and Southeast of England. The group’s most recently published
results for the year ended 30 September 2021, reported record
revenue, a significant reduction in net debt and growth in its
asset management, partnership housing and private housebuilding
divisions. Management stated that the results are underpinned by
the group's attractive portfolio of brownfield and longer-term
strategic land opportunities. Located across the South and
Southeast of England, it is this valuable portfolio, together with
its planning and housebuilding expertise, which drives demand from
third-party investors, build to rent operators, registered
providers, and other housebuilders. The underlying strength of the
housing market and the shortfall in new housing delivery will
continue to support demand for the land Inland owns and the homes
they build.
OutlookThe ramifications of the pandemic continued to disrupt
throughout the reporting period, and markets have been faced with
extreme demand side shocks, extreme supply side shocks, labour
shortages, energy price crises, and freight and logistical
challenges. The macroeconomic backdrop remains concerning and
markets are likely to remain volatile in the months ahead as rising
inflation and higher interest rates cause concern.
The year ahead is likely to be more difficult
than last year, where lingering Covid issues were offset by massive
stimulus and record household savings feeding a demand spike.
Supply chain issues continue to have an impact, Covid is still
crippling parts of China where so many goods are manufactured,
household savings are being rapidly eroded by the unforeseen cost
of living crisis, and expansionary policy has reversed. Confidence
is low and uncertainty is high. However, the quoted portfolio
contains good companies, with strong balance sheets and significant
prospects for growth over the long-term.
Downing LLP
Review of Investments
Portfolio of investmentsThe following investments, all of which
are incorporated in England and Wales, were held at 31 March
2022:
|
Cost |
Valuation |
Valuationmovementin year |
% ofportfolioby value |
Loan stock interest recognised in the period |
Total value of other funds also managed by Downing LLP |
|
£’000 |
£’000 |
£’000 |
|
£’000 |
|
£’000 |
Quoted growth investments |
|
|
|
|
|
|
|
Tracsis plc* |
1,443 |
7,552 |
2,620 |
7.1% |
- |
|
5,844 |
Downing Strategic Micro-Cap Investment Trust plc*** |
5,197 |
3,498 |
(318) |
3.3% |
- |
|
3,366 |
Anpario plc* |
1,448 |
3,340 |
(62) |
3.1% |
- |
|
- |
Impact Healthcare REIT plc*** |
1,518 |
1,773 |
142 |
1.7% |
- |
|
1,138 |
Craneware plc* |
353 |
1,261 |
(312) |
1.2% |
- |
|
1,886 |
Inland Homes plc* |
1,311 |
1,153 |
(315) |
1.1% |
- |
|
- |
GENinCode plc* |
800 |
1,082 |
282 |
1.0% |
- |
|
1,624 |
Cohort plc* |
394 |
840 |
(308) |
0.8% |
- |
|
- |
Angle plc* |
570 |
768 |
141 |
0.7% |
- |
|
- |
Pittards plc* |
1,350 |
697 |
203 |
0.7% |
- |
|
421 |
Vianet Group plc* |
756 |
669 |
(24) |
0.6% |
- |
|
- |
Immotion Group plc* |
500 |
546 |
(61) |
0.5% |
- |
|
- |
Brooks Macdonald Group plc* |
257 |
445 |
82 |
0.4% |
- |
|
- |
Libertine Holdings plc* |
350 |
444 |
95 |
0.4% |
- |
|
- |
Feedback plc* |
400 |
302 |
(148) |
0.3% |
- |
|
- |
Deepmatter plc* |
463 |
274 |
(307) |
0.3% |
- |
|
- |
Verici DX plc* |
240 |
219 |
(21) |
0.2% |
- |
|
- |
Oncimmune Holdings plc* |
278 |
201 |
(97) |
0.2% |
- |
|
- |
Norman Broadbent plc* |
906 |
196 |
45 |
0.2% |
- |
|
514 |
Frontier IP Group plc* |
30 |
191 |
29 |
0.2% |
- |
|
- |
EnerAqua Technology plc* |
195 |
186 |
(9) |
0.2% |
- |
|
- |
Pennant International Group plc* |
335 |
161 |
(28) |
0.2% |
- |
|
- |
One Media Group IP plc* |
175 |
156 |
(19) |
0.1% |
- |
|
- |
SysGroup plc* |
377 |
144 |
(94) |
0.1% |
- |
|
- |
Pelatro plc* |
289 |
136 |
(95) |
0.1% |
- |
|
- |
Bonhill Group plc* |
1,000 |
94 |
(56) |
0.1% |
- |
|
758 |
Strip Tinning Holdings plc* |
105 |
85 |
(20) |
0.1% |
- |
|
- |
Trellus Health plc* |
175 |
83 |
(92) |
0.1% |
- |
|
- |
Dillistone Group plc* |
411 |
71 |
(3) |
0.1% |
- |
|
- |
Pressure Technologies plc* |
249 |
62 |
3 |
0.0% |
- |
|
- |
Fireangel Safety Technology Group plc* |
545 |
49 |
(1) |
0.0% |
- |
|
3,787 |
Wheelsure Holdings plc** |
48 |
4 |
(1) |
0.0% |
- |
|
- |
MI Downing UK Micro-Cap Growth Fund*** |
2 |
2 |
1 |
0.0% |
- |
|
152 |
AIQ Limited |
- |
1 |
(1) |
0.0% |
- |
|
- |
Flowgroup plc |
207 |
- |
- |
0.0% |
- |
|
- |
ACHP plc* |
61 |
- |
- |
0.0% |
- |
|
- |
Golden Rock Global plc*** |
- |
- |
(1) |
0.0% |
- |
|
- |
|
|
|
|
|
|
|
|
Unquoted growth investments |
|
|
|
|
|
|
|
E-Fundamentals (Group) Limited |
1,508 |
3,847 |
1,272 |
3.6% |
2 |
|
1,533 |
Carbice Corporation |
3,020 |
2,967 |
137 |
2.8% |
- |
|
1,639 |
StorageOS Inc |
2,970 |
2,921 |
134 |
2.7% |
- |
|
- |
Ayar Labs, Inc |
1,280 |
2,594 |
1,359 |
2.4% |
- |
|
3,510 |
Trinny London Limited |
443 |
2,508 |
573 |
2.3% |
- |
|
14,401 |
Cornelis Networks Inc |
2,102 |
2,056 |
95 |
1.9% |
- |
|
3,936 |
Virtual Class Limited |
1,164 |
1,912 |
(62) |
1.8% |
- |
|
1,816 |
Rated People Ltd |
1,382 |
1,895 |
211 |
1.8% |
- |
|
4,228 |
Imagen Limited |
1,000 |
1,763 |
(65) |
1.7% |
- |
|
3,612 |
Hummingbird Technologies Limited |
2,250 |
1,750 |
(502) |
1.6% |
- |
|
250 |
Hackajob Limited |
784 |
1,523 |
739 |
1.4% |
- |
|
5,731 |
Parsable Inc |
1,532 |
1,422 |
65 |
1.3% |
- |
|
2,004 |
Cambridge Touch Technologies Limited |
959 |
1,369 |
507 |
1.3% |
- |
|
4,704 |
Glisser Limited |
1,300 |
1,300 |
- |
1.2% |
- |
|
5,878 |
Ecstase Limited |
1,000 |
1,257 |
257 |
1.2% |
- |
|
2,515 |
Maestro Media Limited |
1,000 |
1,160 |
160 |
1.1% |
- |
|
4,134 |
Upp Technologies Group Limited |
1,077 |
1,077 |
835 |
1.0% |
- |
|
1,077 |
Firefly Learning Limited |
1,047 |
1,047 |
- |
1.0% |
- |
|
2,271 |
Limitless Technology Limited |
757 |
920 |
- |
0.9% |
- |
|
2,897 |
FundingXchange Limited |
1,050 |
786 |
(264) |
0.7% |
- |
|
1,835 |
DSTBTD Limited |
775 |
775 |
- |
0.7% |
- |
|
- |
Bulbshare Limited |
749 |
749 |
- |
0.7% |
- |
|
749 |
Vivacity Labs Limited |
500 |
669 |
169 |
0.6% |
- |
|
3,642 |
Masters of Pie Limited |
667 |
667 |
- |
0.6% |
- |
|
2,304 |
Cambridge Respiratory Innovations Limited |
500 |
500 |
- |
0.5% |
- |
|
2,000 |
FVRVS Limited |
375 |
484 |
109 |
0.5% |
8 |
|
- |
Channel Mum Limited |
737 |
291 |
(50) |
0.3% |
2 |
|
291 |
DiA Imaging Analysis Limited |
208 |
214 |
6 |
0.2% |
- |
|
928 |
MIP Discovery Limited |
225 |
150 |
(75) |
0.1% |
- |
|
1,256 |
StreetHub Limited |
1,446 |
79 |
(1,431) |
0.1% |
2 |
|
71 |
Empiribox Holdings Limited |
1,813 |
- |
(606) |
0.0% |
- |
|
- |
Lignia Wood Company Limited |
1,778 |
- |
- |
0.0% |
- |
|
- |
Live Better With Limited |
990 |
- |
- |
0.0% |
- |
|
- |
Lineten Limited |
750 |
- |
(392) |
0.0% |
- |
|
- |
Ludorum plc |
177 |
- |
(7) |
0.0% |
- |
|
- |
Resource Reserve Recovery Limited |
6 |
- |
- |
0.0% |
- |
|
- |
|
|
|
|
|
|
|
|
Unquoted yield focused investments |
|
|
|
|
|
|
|
Doneloans Limited |
3,631 |
4,213 |
(135) |
3.9% |
378 |
|
- |
Baron House Developments LLP |
2,695 |
4,177 |
943 |
3.9% |
443 |
|
7,113 |
Harrogate Street LLP |
1,400 |
2,778 |
721 |
2.6% |
72 |
|
2,876 |
Data Centre Response Limited |
558 |
1,787 |
471 |
1.7% |
- |
|
- |
Cadbury House Holdings Limited |
3,081 |
1,688 |
(113) |
1.6% |
102 |
|
791 |
Kimbolton Lodge Limited |
664 |
996 |
30 |
0.9% |
- |
|
- |
Fenkle Street LLP |
346 |
911 |
39 |
0.9% |
52 |
|
13,422 |
Pilgrim Trading Limited |
2,593 |
778 |
(1,275) |
0.7% |
1,228 |
|
519 |
Downing Pub EIS ONE Limited |
490 |
668 |
100 |
0.6% |
- |
|
7,120 |
SF Renewables (Solar) Limited |
422 |
278 |
(41) |
0.3% |
- |
|
4,252 |
Rockhopper Renewables Limited |
738 |
156 |
(122) |
0.1% |
- |
|
1,599 |
Pearce & Saunders Limited |
1,122 |
117 |
(133) |
0.1% |
- |
|
150 |
Pearce & Saunders DevCo Limited |
84 |
70 |
(12) |
0.1% |
- |
|
89 |
Yamuna Renewables Limited |
2,500 |
- |
- |
0.0% |
- |
|
- |
Jito Trading Limited |
2,500 |
- |
- |
0.0% |
- |
|
- |
Quadrate Catering Limited |
1,500 |
- |
- |
0.0% |
- |
|
- |
Top Ten Holdings plc |
399 |
- |
- |
0.0% |
- |
|
- |
Quadrate Spa Limited |
372 |
- |
- |
0.0% |
- |
|
- |
London City Shopping Centre Limited |
110 |
- |
- |
0.0% |
- |
|
- |
|
|
|
|
|
|
|
|
Total investments |
87,264 |
85,954 |
4,897 |
80.5% |
2,289 |
|
136,633 |
Cash at bank and in hand |
|
20,856 |
|
19.5% |
|
|
|
|
|
106,810 |
|
100% |
|
|
|
The Company also holds investments in Golden Rock
Global plc and Mining, Minerals & Metals plc (which does not
show in the previous table). These investments were acquired in
prior periods at negligible value as a result of reorganisations of
other investments and continue to be valued at the same level.
All venture capital investments are unquoted unless
otherwise stated.
* Quoted on AIM
** Quoted
on the Aquis Stock Exchange Growth
Market*** Quoted on
the Main Market of the London Stock
Exchange (1) Other
self-managed and discretionary managed funds also managed by
Downing LLP as Investment Manager or Adviser (excluding Downing ONE
VCT plc) as at 31 March 2022:
- Downing TWO VCT plc
- Downing THREE VCT plc
- Downing FOUR VCT plc
- MI Downing UK Micro-Cap Growth
Fund
- MI Downing Monthly Income Fund
- Downing Strategic Micro-Cap Investment
Trust plc
- Downing AIM Estate Planning Service
and Downing AIM NISA
- VT Downing Unique Opportunities
Fund
- VT Downing Listed Infrastructure
Income Fund
- Downing Healthcare EIS Knowledge
Intensive Fund
- Downing Renewables EIS
- Downing Indian Solar EIS
- Downing Ventures EIS
- Downing Pub EIS
Investment movements for the year ended 31 March
2022
Additions
|
£’000 |
Quoted growth investments |
|
Libertine Holdings plc |
350 |
Verici DX plc |
240 |
GENinCode plc |
200 |
EnerAqua Technology plc |
195 |
Trellus Health plc |
175 |
Feedback plc |
150 |
Deepmatter Group plc |
113 |
Strip Tinning Holdings plc |
105 |
|
1,528 |
Unquoted growth investments |
|
DSTBTD Limited |
775 |
Bulbshare Limited |
749 |
Cambridge Touch Technologies Limited |
500 |
Cambridge Respiratory Innovations Limited |
250 |
DiA Imaging Analysis Limited |
208 |
E-Fundamentals (Group) Limited |
166 |
FVRVS Limited |
125 |
Rated People Limited |
100 |
StreetHub Limited |
80 |
MIP Discovery Limited |
75 |
Channel Mum Limited |
63 |
|
3,091 |
|
4,619 |
Disposals
|
|
|
|
|
|
Loan stock |
|
|
|
|
|
|
interest |
|
|
|
|
Profit/ |
Realised |
recognised |
|
|
Value at |
|
(loss) vs |
gain/ |
in the |
|
Cost |
01/04/21* |
Proceeds |
cost |
(loss) |
period |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
Quoted growth investments |
|
|
|
|
|
|
Universe Group plc |
1,506 |
1,276 |
3,403 |
1,897 |
2,127 |
- |
MI Downing UK Micro-Cap Growth Fund |
6 |
4 |
5 |
(1) |
1 |
- |
|
1,512 |
1,280 |
3,408 |
1,896 |
2,128 |
- |
|
|
|
|
|
|
|
Unquoted growth investments (including loan note redemptions) |
|
|
|
|
Xupes Limited |
2,250 |
459 |
1,613 |
(637) |
1,154 |
- |
Curo Compensation Limited |
1,663 |
1,095 |
1,604 |
(59) |
509 |
50 |
Avid Technology Group Limited |
1,833 |
- |
429 |
(1,404) |
429 |
77 |
BridgeU Corporation |
- |
- |
143 |
143 |
143 |
- |
JRNI Limited |
525 |
525 |
548 |
23 |
23 |
- |
Glownet Limited |
741 |
- |
- |
(741) |
- |
- |
Exonar Limited |
550 |
379 |
- |
(550) |
(379) |
- |
|
7,562 |
2,458 |
4,337 |
(3,225) |
1,879 |
127 |
|
|
|
|
|
|
|
Unquoted yield focused investments (including loan note
redemptions) |
|
|
|
|
Pearce and Saunders Limited |
88 |
88 |
352 |
264 |
264 |
- |
Ironhide Generation Limited |
920 |
- |
4 |
(916) |
4 |
- |
Indigo Generation Limited |
920 |
- |
4 |
(916) |
4 |
- |
Doneloans Limited |
1,370 |
1,370 |
1,370 |
- |
- |
- |
The Thames Club Limited |
175 |
- |
- |
(175) |
- |
- |
Fresh Green Power Limited |
378 |
564 |
556 |
178 |
(8) |
- |
Green Energy Production UK Limited |
200 |
133 |
125 |
(75) |
(8) |
- |
Nomansland Biogas Limited |
1,300 |
1,300 |
1,279 |
(21) |
(21) |
- |
Downing Care Homes Holdings Limited |
3,880 |
5,526 |
5,006 |
1,126 |
(520) |
1,769 |
|
9,231 |
8,981 |
8,696 |
(535) |
(285) |
1,769 |
|
18,305 |
12,719 |
16,441 |
(1,864) |
3,722 |
1,896 |
* Adjusted for purchases in the year where
applicable
Directors’ responsibilities statementThe Directors
are responsible for preparing the Strategic Report, the Report of
the Directors, the Directors’ Remuneration Report, the separate
Corporate Governance Statement and the financial statements in
accordance with applicable law and regulations. They are also
responsible for ensuring that the annual report includes
information required by the Listing Rules of the Financial Conduct
Authority.
Company law requires the Directors to prepare
financial statements for each financial year. Under that law, the
Directors have elected to prepare the financial statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable law),
including Financial Reporting Standard 102, the financial reporting
standard applicable in the UK and Republic of Ireland (FRS 102).
Under company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or
loss of the Company for that period.
In preparing these financial statements, the Directors are
required to:
- select suitable accounting policies and then apply them
consistently;
- make judgments and accounting estimates that are reasonable and
prudent;
- state whether the financial statements have been prepared in
accordance with applicable UK Accounting Standards, subject to any
material departures disclosed and explained in the financial
statements;
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business; and
- prepare a Directors’ Report, Strategic Report and Directors’
Remuneration Report which comply with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain the
Company’s transactions, and to disclose with reasonable accuracy at
any time the financial position of the Company and to enable them
to ensure that the financial statements comply with the Companies
Act 2006.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
In addition, each of the Directors is responsible for ensuring
that the Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary to assess the
Company’s position, performance, business model and strategy.
Income Statementfor the year ended 31 March 2022
|
Year ended 31 March 2022 |
|
Year ended 31 March 2021 |
|
|
|
|
|
|
|
|
|
Revenue |
Capital |
Total |
|
Revenue |
Capital |
Total |
|
£’000 |
£’000 |
£’000 |
|
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
|
|
Income |
|
4,584 |
- |
4,584 |
|
1,333 |
- |
1,333 |
|
|
|
|
|
|
|
|
|
Gains on investments |
|
- |
8,619 |
8,619 |
|
- |
7,402 |
7,402 |
|
|
|
|
|
|
|
|
|
|
|
4,584 |
8,619 |
13,203 |
|
1,333 |
7,402 |
8,735 |
|
|
|
|
|
|
|
|
|
Investment management fees |
|
(1,051) |
(1,051) |
(2,102) |
|
(817) |
(817) |
(1,634) |
Other expenses |
|
(705) |
- |
(705) |
|
(900) |
- |
(900) |
|
|
|
|
|
|
|
|
|
Return/(loss) on ordinary activities before tax |
|
2,828 |
7,568 |
10,396 |
|
(384) |
6,585 |
6,201 |
|
|
|
|
|
|
|
|
|
Tax on total comprehensive income and ordinary activities |
|
(300) |
300 |
- |
|
(232) |
232 |
- |
|
|
|
|
|
|
|
|
|
Return/(loss) attributable to equity shareholders |
|
2,528 |
7,868 |
10,396 |
|
(616) |
6,817 |
6,201 |
|
|
|
|
|
|
|
|
|
Basic and diluted return/(loss) per share |
|
1.4 |
4.5 |
5.9 |
|
(0.4) |
4.4 |
4.0 |
The total column within the Income Statement represents the
Statement of Total Comprehensive Income of the Company prepared in
accordance with Financial Reporting Standards (“FRS 102”). There
are no other items of comprehensive income. The supplementary
revenue and capital return columns are prepared in accordance with
the Statement of Recommended Practice issued in April 2021 by the
Association of Investment Companies (“AIC SORP”).
Statement of Changes in Equityfor the year ended 31 March
2022
|
Called up Share Capital |
Capital redemptionreserve |
Sharepremium account |
Funds held in respect of shares not yet allotted |
Specialreserve |
Capitalreserverealised |
Revaluationreserve |
Revenuereserve |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
For the year ended 31 March 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2020 |
1,440 |
1,615 |
54,703 |
5,775 |
34,587 |
- |
(8,504) |
(874) |
88,742 |
Total comprehensive income |
- |
- |
- |
- |
- |
(780) |
7,597 |
(616) |
6,201 |
Realisation of revaluations from previous years* |
- |
- |
- |
- |
- |
(1,735) |
1,735 |
- |
- |
Realisation of impaired valuations |
- |
- |
- |
- |
- |
(5,581) |
5,581 |
- |
- |
Transfer between reserves* |
- |
- |
- |
- |
(12,197) |
12,197 |
- |
- |
- |
Transactions with owners |
|
|
|
|
|
|
|
|
|
Dividends paid |
- |
- |
- |
- |
- |
(4,101) |
- |
(1,039) |
(5,140) |
Utilised in share issue |
- |
- |
- |
(5,775) |
- |
- |
- |
- |
(5,775) |
Unallotted shares |
- |
- |
- |
7,545 |
- |
- |
- |
- |
7,545 |
Issue of new shares |
205 |
- |
11,727 |
- |
- |
- |
- |
- |
11,932 |
Share issue costs |
- |
- |
- |
- |
(286) |
- |
- |
- |
(286) |
Purchase of own shares** |
(34) |
34 |
- |
- |
(1,866) |
- |
- |
- |
(1,866) |
At 31 March 2021 |
1,611 |
1,649 |
66,430 |
7,545 |
20,238 |
- |
6,409 |
(2,529) |
101,353 |
|
|
|
|
|
|
|
|
|
|
For the year ended 31 March 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2021 |
1,611 |
1,649 |
66,430 |
7,545 |
20,238 |
- |
6,409 |
(2,529) |
101,353 |
Total comprehensive income |
- |
- |
- |
- |
- |
2,971 |
4,897 |
2,528 |
10,396 |
Realisation of revaluations from previous years* |
- |
- |
- |
- |
- |
794 |
(794) |
- |
- |
Realisation of impaired valuations |
- |
- |
- |
- |
- |
(791) |
791 |
- |
- |
Transfer between reserves* |
|
- |
- |
- |
(738) |
738 |
- |
- |
- |
Transactions with owners |
|
|
|
|
|
|
|
|
|
Dividends paid |
- |
- |
- |
- |
- |
(3,712) |
- |
(743) |
(4,455) |
Utilised in share issue |
- |
- |
- |
(7,545) |
- |
- |
- |
- |
(7,545) |
Unallotted shares |
- |
- |
- |
78 |
- |
- |
- |
- |
78 |
Issue of new shares |
213 |
- |
12,605 |
- |
- |
- |
- |
- |
12,818 |
Share issue costs |
- |
- |
- |
- |
(360) |
- |
- |
- |
(360) |
Purchase of own shares** |
(48) |
48 |
- |
- |
(2,812) |
- |
- |
- |
(2,812) |
At 31 March 2022 |
1,776 |
1,697 |
79,035 |
78 |
16,328 |
- |
11,303 |
(744) |
109,473 |
* A transfer of
£794,000 representing previously recognised unrealised gains on
disposal of investments during the year ended 31 March 2022 (2021:
losses of £1,735,000) has been made from the Revaluation reserve to
the Capital Reserve-realised. A transfer of £738,000 representing
realised gains on disposal of investments, less net investment
impairments and the excess of capital expenses over capital income
and capital dividends in the year (2021: £12.2 million) has been
made from the Special reserve to the Capital Reserve –
realised.
** These shares were subsequently cancelled.
Balance Sheet as at 31 March 2022
|
|
|
2022 |
|
2021 |
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
Fixed assets |
|
|
|
|
|
Investments |
|
|
85,954 |
|
89,157 |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Debtors |
|
|
3,300 |
|
2,001 |
Cash at bank and in hand |
|
|
20,856 |
|
10,738 |
|
|
|
24,156 |
|
12,739 |
Creditors: amounts falling due within one year |
|
|
(637) |
|
(543) |
|
|
|
|
|
|
Net current assets |
|
|
23,519 |
|
12,196 |
|
|
|
|
|
|
Net assets |
|
|
109,473 |
|
101,353 |
|
|
|
|
|
|
9B9Capital and reserves |
|
|
|
|
|
Called up share capital |
|
|
1,776 |
|
1,611 |
Capital redemption reserve |
|
|
1,697 |
|
1,649 |
Share premium account |
|
|
79,035 |
|
66,430 |
Funds held in respect of shares not yet allotted |
|
|
78 |
|
7,545 |
Special reserve |
|
|
16,328 |
|
20,238 |
Revaluation reserve |
|
|
11,303 |
|
6,409 |
Revenue reserve |
|
|
(744) |
|
(2,529) |
|
|
|
|
|
|
Total equity shareholders’ funds |
|
|
109,473 |
|
101,353 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net asset value per share |
|
|
61.6p |
|
58.2p |
Cash Flow Statement
for the year ended 31 March 2022
|
|
2022 |
|
2021 |
|
|
£’000 |
|
£’000 |
Cash flow from operating activities |
|
|
|
|
Gain/(loss) on ordinary activities after taxation |
|
10,396 |
|
6,201 |
(Gain)/loss on investments |
|
(8,619) |
|
(7,402) |
(Increase) in debtors |
|
(1,298) |
|
(57) |
Increase in creditors |
|
72 |
|
25 |
|
|
|
|
|
Net cash generated from/(used in) operating activities |
|
551 |
|
(1,233) |
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
Purchase of investments |
|
(4,619) |
|
(21,403) |
Proceeds from disposal of investments |
|
16,441 |
|
3,238 |
|
|
|
|
|
Net cash inflow/(outflow) from investing activities |
|
11,822 |
|
(18,165) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from share issue |
|
12,121 |
|
11,933 |
Funds held in respect of shares not yet allotted |
|
(7,467) |
|
1,770 |
Share issue costs |
|
(360) |
|
(286) |
Purchase of own shares |
|
(2,791) |
|
(1,612) |
Equity dividends paid |
|
(3,758) |
|
(5,140) |
|
|
|
|
|
Net cash (outflow)/inflow from financing activities |
|
(2,255) |
|
6,665 |
|
|
|
|
|
|
|
|
|
|
Increase/(decrease) in cash |
|
10,118 |
|
(12,733) |
|
|
|
|
|
|
|
|
|
|
Net movement in cash |
|
|
|
|
|
|
|
|
|
Beginning of year |
|
10,738 |
|
23,471 |
Net cash (outflow)/inflow |
|
10,118 |
|
(12,733) |
|
|
|
|
|
End of year |
|
20,856 |
|
10,738 |
Notes
1. General informationDowning ONE 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, and its
registered office is St. Magnus House, 3 Lower Thames Street,
London EC3R 6HD.
2. Accounting policiesBasis of
accountingThe Company has prepared its financial statements in
accordance with the Financial Reporting Standard 102 (“FRS 102”)
and in accordance with the Statement of Recommended Practice
“Financial Statements of Investment Trust Companies” issued in
April 2021 (“SORP”).
The financial statements are presented in Sterling (£) and
rounded to thousands.
Going concernAfter reviewing the Company’s forecasts and
projections, the Directors have a reasonable expectation that the
major cash outflows of the Company (most notably investments, share
buybacks and dividends) are within the Company’s control and
therefore the Company has sufficient cash to meet its expenses and
liabilities when they fall due. The impact of COVID-19 has been
considered. More detail on these considerations can be found within
the Corporate Governance report. As such, the Board confirms that
the Company has adequate resources to continue in operational
existence for at least 12 months from the date of approval of the
financial statements. The Company therefore continues to adopt the
going concern basis in preparing its financial statements.
Presentation of income statementIn order to better reflect the
activities of a Venture Capital Trust and in accordance with
guidance issued by the Association of Investment Companies (“AIC”),
supplementary information which analyses the income statement
between items of a revenue and capital nature has been presented
alongside the income statement. The 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.
InvestmentsVenture capital investments are designated as “fair
value through profit or loss” assets due to investments being
managed and their performance evaluated on a fair value basis. A
financial asset is designated within this category if it is both
acquired and managed on a fair value basis, with a view to selling
after a period of time, in accordance with the Company’s documented
investment policy.
Investments quoted on recognised stock markets are measured
using bid prices.
The valuation methodologies for unquoted instruments (comprising
equity and loan notes), used by the IPEV to ascertain the fair
value of an investment, are as follows:
- Calibration to the price of recent investment;
- Multiples;
- Net assets;
- Discounted cash flows or earnings (of the 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, as explained in the investment accounting
policy above. Where an investee company has gone into receivership,
liquidation or administration and there is little likelihood of a
recovery, the loss on the investment, although not physically
disposed of, is treated as being realised.
Gains and losses arising from changes in fair value are included
in the income statement as a capital item.
It is not the Company’s policy to exercise significant influence
or joint control over investee companies. Therefore, the results of
these companies are not incorporated into the Income Statement,
except to the extent of any income accrued. This is in accordance
with the SORP and FRS 102 sections 14 and 15 that do not require
portfolio investments to be accounted for using the equity method
of accounting.
Calibration to price of recent investment requires a level of
judgment to be applied in assessing and reviewing any additional
information available since the last investment date. The Board and
Adviser consider a range of factors in order to determine if there
is any indication of decline in value or evidence of increase in
value since the recent investment date. If no such indications are
noted the price of the recent investment will be used as the fair
value for the investment.
Examples of signals which could indicate a movement in value
are: -
- Changes in results against budget or in expectations of
achievement of technical milestones patents/testing/ regulatory
approvals
- Significant changes in the market of the products or in the
economic environment in which it operates
- Significant changes in the performance of comparable
companies
- Internal matters such as fraud, litigation or management
structure.
In respect of disclosures required by the SORP for the 10
largest investments held by the Company, the most recent publicly
available accounts information, either as filed at Companies House,
or announced to the London Stock Exchange, is disclosed. In the
case of unlisted investments, this may be abbreviated information
only.
Judgements in applying accounting policies and key sources of
estimation uncertaintyThe key estimate in the financial statements
is the determination of the fair value of the unquoted investments
by the Directors, as it impacts the valuation of the unquoted
investments at the balance sheet date.
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”).
A price sensitivity analysis of the unquoted investments is
provided in the Annual Report.
Income Dividend income from investments is recognised when the
shareholders’ right to receive payment has been established,
normally the ex-dividend date.
Loan stock interest is accrued on a time apportioned basis, by
reference to the principal outstanding and at the effective
interest rate applicable and only where there is reasonable
certainty of collection.
Distributions from investments in limited liability partnerships
(“LLPs”) are recognised as they are paid to the Company. Where such
items are considered capital in nature they are recognised as
capital profits.
ExpensesAll 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 from the Capital Account.
- 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. Investment management
fees are allocated 50% to revenue and 50% to capital, in order to
reflect the Directors’ expected long-term view of the nature of the
investment returns of the Company.
TaxationThe 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.
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 the obligations or rights
crystallise based on tax rates and law enacted or substantively
enacted at the balance sheet date. Timing differences arise from
the inclusion of items of income and expenditure in taxation
computations in periods different from those in which they are
included in the accounts. Deferred tax assets are only recognised
if it is expected that future taxable profits will be available to
utilise such assets and are recognised on a non-discounted
basis.
Cash and cash equivalentsCash and cash equivalents include cash
in hand and deposits held at call with banks with an original
maturity of three months or less.
Other debtors and other creditorsOther debtors (including
accrued income) and other creditors are included within the
accounts at amortised cost.
Share issue costsShare issue costs have been deducted from the
special reserve account.
Segmental reportingThe Company only has one class of business
and one market.
Dividends payableDividend’s payable are recognised as
distributions in the financial statements when the Company’s
liability to make payment has been established, normally the record
date.
Funds held in respect of shares not yet allottedCash received in
respect of applications for new shares that have not yet been
allotted is shown as “Funds held in respect of shares not yet
allotted” and recorded on the Balance Sheet and Statement of
Changes in Equity.
3. Basic and diluted return per share
|
2022 |
|
2021 |
|
£’000 |
|
£’000 |
Return per share based on: |
|
|
|
Net revenue gain/(loss) for the financial year |
2,528 |
|
(616) |
Net capital gain for the financial year |
7,868 |
|
6,817 |
Total gain for the financial year |
10,396 |
|
6,201 |
|
|
|
|
Weighted average number of shares in issue |
177,473,899 |
|
156,403,594 |
As the Company has not issued any convertible
securities or share options, there is no dilutive effect on return
per share. The return per share disclosed therefore represents both
the basic and diluted return per share.
4. Principal RisksThe Company’s
investment activities expose the Company to a number of risks
associated with financial instruments and the sectors in which the
Company invests. The principal financial risks arising from the
Company’s operations are:
- Investment risks;
- Credit risk; and
- Liquidity risk.
The Board regularly reviews these risks and the
policies in place for managing them. There have been no significant
changes to the nature of the risks that the Company is exposed to
over the year and there have also been no significant changes to
the policies for managing those risks during the year.
The risk management policies used by the Company
in respect of the principal financial risks and a review of the
financial instruments held at the year-end, are provided below.
Investment risksAs a VCT, the Company is exposed
to investment risks in the form of potential losses and gains that
may arise on the investments it holds, in accordance with its
investment policy. The management of these investment risks is a
fundamental part of the investment activities undertaken by the
Investment Adviser and overseen by the Board. The Investment
Adviser monitors investments through regular contact with
management of investee companies, regular review of management
accounts and other financial information and attendance at investee
company board meetings. This enables the Investment Adviser to
manage the investment risk in respect of individual investments.
Investment risk is also mitigated by holding a diversified
portfolio spread across various business sectors and asset
classes.
The key investment risks to which the Company is
exposed are:
- Investment price risk;
- Interest rate risk; and
- Foreign currency exposure risk
The Company has undertaken sensitivity analysis
on its financial instruments, split into the relevant component
parts, taking into consideration the economic climate at the time
of review, in order to ascertain the appropriate risk
allocation.
Investment price riskInvestment price risk
arises from uncertainty about the future prices and valuations of
financial instruments held in accordance with the Company’s
investment objectives. It represents the potential loss that the
Company might suffer through investment price movements in respect
of quoted investments and also changes in the fair value of
unquoted investments that it holds.
Interest rate risk The Company accepts exposure to interest rate
risk on floating-rate financial assets through the effect of
changes in prevailing interest rates. The Company receives interest
on its cash deposits at a rate agreed with its bankers. Investments
in loan stock and fixed interest securities attract interest
predominately at fixed rates. A summary of the interest rate
profile of the Company’s investments is shown below.
Interest rate profile of financial assets and financial
liabilitiesThere are three levels of interest which are
attributable to the financial instruments as follows:
- “Fixed rate” assets represent investments with predetermined
yield targets and comprise fixed interest and loan note
investments.
- “Floating rate” assets predominantly bear interest at rates
linked to the Bank of England base rate and comprise cash at
bank.
- “No interest rate” assets do not attract interest and comprise
equity investments, non-interest-bearing convertible loan notes,
loans and receivables (excluding cash at bank) and other financial
liabilities.
The Company monitors the level of income received from fixed,
floating and non-interest rate assets and, if appropriate, may make
adjustments to the allocation between the categories, in
particular, should this be required to ensure compliance with the
VCT regulations.
During the period the Bank of England base rate has increased
from 0.1% per annum to 0.75% per annum at the period end. Following
the period end, in May 2022, the rate increased further, to 1.0%
per annum. Any potential change in the base rate at the current
level would not have a material impact on the net assets and total
return of the Company.
Foreign currency exposure riskThe Company has exposure to
foreign currency risk through its investments in companies whose
valuation is denominated and who report in US Dollars. This has
resulted in an unrealised foreign exchange loss of £511,000 (2021:
£735,000) during the year. Due to the relatively low exposure to
companies denominated in foreign currencies, the Board considers
foreign currency risk to be at an acceptable level and does not
seek to mitigate such exposure as this could restrict the net
returns from the foreign currency investments.
Credit riskCredit risk is the risk that the counterparty to a
financial instrument is unable to discharge a commitment to the
Company made under that instrument. The Company is exposed to
credit risk through its holdings of loan stock in investee
companies, investments in fixed interest securities, cash deposits
and debtors.
The Investment Adviser manages credit risk in respect of loan
notes with a similar approach as described under investment risks
above. In addition, with the exception of new investments, credit
risk is mitigated by registering floating charges, covering the
full par value of the loan stock in the form of fixed and floating
charges over the assets of the investee companies. The strength of
this security in each case is dependent on the nature of the
investee company’s business and its identifiable assets. The level
of security is a key means of managing credit risk. Similarly, the
management of credit risk associated with interest, dividends and
other receivables is covered within the investment management
procedures.
Cash is mainly held at Royal Bank of Scotland plc, with a
balance also maintained at Bank of Scotland plc, both of which are
A-rated financial institutions. Consequently, the Directors
consider that the credit risk associated with cash deposits is
low.
There has been limited changes in fair value during the year
that can be directly attributable to changes in credit risk.
As at 31 March 2022, of the loan stock classified as “past due”,
£911,000 relates to the principal of loan notes where, although the
principal remains within the term, the investee company is not
fully servicing the interest obligations under the loan note and is
in arrears. Notwithstanding the arrears of interest, the Directors
do not consider that the loan note itself has been impaired or the
maturity of the principal has altered.
As at 31 March 2022, of the loan stock classified as “past due”,
£6,760,000 relates to the principal of loan notes where the
principal has passed its maturity date. As at the balance sheet
date, the extent to which the principal is past its maturity date,
£874,000 falls within the banding of nil to 2 years past due and
£5.9 million is 2 to 5 years past due. Notwithstanding this
information, the Directors do not consider the loan notes to be
impaired at the current time or that maturity dates of the
principal have altered.
As at 31 March 2021, of the loan stock classified as “past due”,
£1,931,000 related to the principal of loan notes where, although
the principal remained within term, the investee company was not
fully servicing the interest obligations under the loan note and
was in arrears. Notwithstanding the arrears of interest, the
Directors did not consider that the loan note itself had been
impaired or the maturity of the principal had altered.
As at 31 March 2021, of the loan stock classified as “past due”,
£7,328,000 related to the principal of loan notes where the
principal had passed its maturity date. As at 31 March 2021, the
extent to which the principal is past its maturity date, £5.0
million falls within the banding of nil to 2 years past due and
£2.3 million is 3 to 5 years past due. Notwithstanding this
information, the Directors did not consider the loan notes to be
impaired at 31 March 2021 or that maturity dates of the principal
had altered.
Liquidity riskLiquidity risk is the risk that
the Company encounters difficulties in meeting obligations
associated with its financial liabilities. Liquidity risk may also
arise from either the inability to sell financial instruments when
required at their fair values or from the inability to generate
cash inflows as required. The Company normally has a relatively low
level of creditors (2022: £637,000, 2021: £543,000) and has no
borrowings. Most of the quoted investments held by the Company are
considered to be readily realisable. The Company always holds
sufficient levels of funds as cash and readily realisable
investments in order to meet expenses and other cash outflows as
they arise. For these reasons, the Board believes that the
Company’s exposure to liquidity risk is minimal.
The Company’s liquidity risk is managed by the
Investment Adviser in line with guidance agreed with the Board and
is reviewed by the Board at regular intervals.
5. Related party transactions
Fees payable during the year to the Directors
and their interest in shares of the Company are disclosed within
the Directors’ Remuneration Report. There were no amounts
outstanding and due to the Directors as at 31 March 2021 (2021:
nil).
Further related party transactions include
Investment Adviser and Administration fees payable to Downing LLP,
Downing LLP was also paid promoter fees in connection with the
fundraising offer that was open during the period, which totalled
£276,000 for the year ended 31 March 2022 (2021: £206,000).
The Company also has an agreement to pay an
ongoing trail fee annually to Downing LLP, in connection with funds
raised under original offers for subscription out of which Downing
LLP has an obligation to pay trail commission to intermediaries.
During the year to 31 March 2022, £192,000 (2021: £172,000) was
paid to Downing LLP.
ANNOUNCEMENT BASED ON AUDITED ACCOUNTS The
financial information set out in this announcement does not
constitute the Company's statutory financial statements in
accordance with section 434 Companies Act 2006 for the year ended
31 March 2022 but has been extracted from the statutory financial
statements for the year ended 31 March 2022 which were approved by
the Board of Directors on 7 July 2022 and will be delivered to the
Registrar of Companies. The Independent Auditor's Report on those
financial statements was unqualified and did not contain any
emphasis of matter nor statements under s 498(2) and (3) of the
Companies Act 2006.
The statutory accounts for the year ended 31
March 2021 have been delivered to the Registrar of Companies and
received an Independent Auditors report which was unqualified and
did not contain any emphasis of matter nor statements under s
498(2) and (3) of the Companies Act 2006.
A copy of the full annual report and financial
statements for the year ended 31 March 2022 will be printed and
posted to shareholders shortly. Copies will also be available to
the public at the registered office of the Company at St. Magnus
House, 3 Lower Thames Street, London EC3R 6HD and will be available
for download from www.downing.co.uk.
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